Common use of Financial Covenant Clause in Contracts

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 shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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. The Borrower Holdings and each of the Restricted Subsidiaries covenant and agree that: (1a) If on the last day of any Test Period (commencing with the first Test Period ending December 31, 2019on the last day of the first full fiscal quarter ending after the Closing Date) there are outstanding Revolving Loans, Swingline 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 the extent Cash Collateralized or backstopped (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 3530% of the aggregate principal amount of the Priority all Revolving FacilityCommitments (including any Incremental Revolving Commitments), the Borrower no Loan Party shall not permit the First Lien Total Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 (x) 5.75 to 1.00 prior to June 30, 2023 and (y) 4.50 to 1.00 on and after June 30, 2023 (in each case, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) the Compliance Certificate for such Test Period) (the “Financial Covenant”); provided that on one occasion prior to the Maturity Date of the Revolving Loans and Revolving Commitments where Holdings or any of its Subsidiaries consummates a Financial Covenant Material Acquisition after the Closing Date, the maximum Total Net Leverage Ratio for each of the next four Test Periods following such Material Acquisition shall be 0.50 to 1.00 higher than the maximum Total Net Leverage Ratio otherwise indicated above for such Test Period. (2b) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the The provisions of this Section 7.10 6.12 are for the benefit of the Revolving Lenders under the Priority Revolving Facility only and the Required Facility Revolving Lenders in respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 6.12 or the defined terms used in this Section 7.10 6.12 (solely in respect of the use of such defined terms in this Section 7.106.12) or waive any Default or Event of Default resulting from a breach of this Section 7.10 6.12 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderLenders.

Financial Covenant. The Borrower (a) Holdings and each of the Restricted Subsidiaries covenant and agree that: (1) If on shall not permit the last day Consolidated First Lien Net Leverage Ratio at the end of any Test Period (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 second full fiscal quarters ending quarter of Holdings commencing after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion of be greater than 6.25:1.00; provided that the Transactions or foregoing shall only be tested if the payment of Transaction Expenses or working capital or purchase price adjustments in connection with the Acquisition) in an aggregate principal amount exceeding Aggregate Exposure exceeds 35% of Aggregate Commitments (excluding (w) issued and undrawn Letters of Credit (provided, to the aggregate principal amount extent such issued and undrawn Letters of the Priority Revolving FacilityCredit are not Cash Collateralized Letters of Credit, the Borrower such exclusion shall not permit exceed $20,000,000), (x) Cash Collateralized Letters of Credit, (y) amounts outstanding pursuant to Ancillary Facilities used in the First Lien Net Leverage Ratio 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 Closing Date for the first two fiscal quarters after the Closing Date) as of the last day of such Test Period Period. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above, any cash equity contribution (which equity shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to the common equity of the Borrower) following the end of any fiscal quarter and on or prior to the day that is ten (10) Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01 (such ten (10) Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such 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 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 during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than 7.40 the amount required to 1.00 (such compliance cause the Borrower to be determined in pro forma compliance with such financial covenant, (c) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant 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, (d) there shall be no pro forma reduction in Indebtedness (including by way of netting cash) with the proceeds of any Specified Equity Contribution other than for future fiscal quarters provided that such Specified Equity Contribution is actually used to reduce Indebtedness, and (e) 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 financial information most recently delivered failure to the Administrative Agent pursuant to comply with Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”10.11(a). (2c) Subject to For the limitations contained avoidance of doubt the financial covenant set forth in the proviso to clause (ISection 10.11(a) of Section 10.01(1)(g), the provisions of this Section 7.10 are is solely for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderLenders.

Financial Covenant. The Borrower (a) Holdings 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 shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period, commencing with the first full fiscal quarter of Holdings commencing after the Amendment and Restatement Effective Date, to be greater than 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 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) 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 Period. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above, any cash equity contribution (which equity shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to the common equity of the Borrower) following the end of any fiscal quarter and on or prior to the day that is ten (10) Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01 (such ten (10) Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such 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 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 during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than 7.40 the amount required to 1.00 (such compliance cause the Borrower to be determined in pro forma compliance with such financial covenant, (c) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant 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, (d) there shall be no pro forma reduction in Indebtedness (including by way of netting cash) with the proceeds of any Specified Equity Contribution other than for future fiscal quarters provided that such Specified Equity Contribution is actually used to reduce Indebtedness, and (e) 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 financial information most recently delivered failure to the Administrative Agent pursuant to comply with Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”10.11(a). (2c) Subject to For the limitations contained avoidance of doubt the financial covenant set forth in the proviso to clause (ISection 10.11(a) of Section 10.01(1)(g), the provisions of this Section 7.10 are is solely for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderLenders.

Financial Covenant. The (a) Lead Borrower and each of the Restricted Subsidiaries covenant shall, on any date when Availability is less than the greater of (a) 10.0% of the Aggregate Commitments, and agree that: (1b) If $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 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 any Test Period (commencing with the Test Period ending December 31most recently ended fiscal quarter for which Lead Borrower has delivered Section 9.01 Financials, 2019) there are outstanding Revolving Loans and Letters at the end of Credit under each succeeding fiscal quarter thereafter until the Priority Revolving Facility (excluding date on which Availability has exceeded the greater of (a) undrawn Letters 10.0% 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))the Aggregate Commitments, and (b) Letters $7,500,000 (in the case of Credit this clause (whether drawn or undrawn) b), to the extent reimbursedthere 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, Cash Collateralized multiplied 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, cash equity contributions (which equity shall be common equity or backstopped on terms otherwise in a form reasonably acceptable to the applicable Issuing Bank Administrative Agent) made to Holdings (which shall be contributed in cash to the common equity of Lead Borrower) after the end of the relevant fiscal quarter and on or prior to the date day that is three business days following 10 Business Days after Lead Borrower and the Restricted Subsidiaries (i) become subject to testing the financial covenant under clause (a) of this Section 10.11 for such fiscal quarter or (ii) 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, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such 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 applicable Test Period calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any twelve fiscal 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 Borrowers to be in pro forma compliance with such financial covenant, (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 Borrowers shall not permit be permitted to borrow hereunder or have any Letter of Credit issued during the First Lien Net Leverage Ratio as Interim Period until the relevant Specified Equity Contribution has been made, (d) all Specified Equity Contributions shall be disregarded for purposes of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined determining any baskets calculated on the basis of Consolidated EBITDA contained herein and in the financial information most recently delivered to other Credit Documents, and (e) during the Interim Period, neither the Administrative Agent pursuant nor any Lender shall have any right to Section 6.01(1) accelerate the Loans or terminate the Commitments, and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the benefit none of the Lenders Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Priority Revolving Facility only and Credit Documents that would be available on the Required Facility Lenders in respect basis 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 defined terms in this Section 7.10) or waive any Default or an Event of Default resulting from a breach of this the failure to comply with Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunder10.11(a).

Financial Covenant. The Borrower and each of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of As long as any Test Period (commencing with the Test Period ending December 31Revolving Credit Commitment remains outstanding, 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 Parent shall not permit the First Lien Consolidated Net Secured Leverage Ratio as of the last day of such any Test Period to be greater higher than 7.40 4.50 to 1.00 (such ratio the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that (a) solely for the purpose of calculating the Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09, for any Test Period that includes (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be determined the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the basis of the financial information most recently Compliance Certificate delivered to the Administrative Agent for each Test Period including such fiscal quarter (and not the Consolidated EBITDA for the fiscal quarter ended June 30, 2020) and (ii) the fiscal quarter ended September 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended September 30, 2019 as set forth on the Compliance Certificate delivered to the Administrative Agent for each Test Period including such fiscal quarter (and not the Consolidated EBITDA for the fiscal quarter ended September 30, 2020), and (b) for the 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 6.01(17.05 of the 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 “DownREIT” acquisition), (c), (d), (e), (f), (h), (l), (m) and Section 6.01(2(p) and those necessary to maintain Parent’s status as a REIT for such Test Period) (any taxable year, including, for the “Financial Covenant”). (2) Subject avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the limitations contained payment of a dividend or distribution on or in respect of any other class of Capital Stock of the proviso Parent that is directly required in order to clause maintain Parent’s status as a REIT (I) in accordance with the last sentence of Section 10.01(1)(g7.05), ) 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 7.10 7.09 are for the benefit of the Revolving Credit Lenders under the Priority Revolving Facility only and the Required Facility Class Lenders in respect of for the Priority Revolving Credit Facility may amend, waive or otherwise modify this Section 7.10 7.09 or the defined terms used in for purposes of this Section 7.10 7.09 (but solely in respect of the use of for such defined terms in this Section 7.10purposes) or waive any Default or Event of Default resulting from a breach of this Section 7.10 7.09 without the consent of any Lenders other than the such Required Facility Class Lenders in respect of the Priority Revolving Facility. Any Default or Event of Default under accordance with the provisions of this clause (v) of the second proviso of 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 thereunder10.01.

Financial Covenant. The Borrower and each Solely with respect to the Revolving Credit Facility, as of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period each fiscal quarter of the Parent Borrower (commencing with the Test Period fiscal quarter ending December 31June 30, 20192022) there are outstanding and only if the aggregate principal amount of Total Revolving Loans and Letters Credit Outstandings as of Credit under the Priority Revolving Facility end of the last day of such fiscal quarter (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)), (bA) Letters of Credit (whether drawn or undrawn) to the extent reimbursed, not 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 (cB) solely for the first two four full fiscal quarters ending to commence after the Closing Date, any Revolving Credit Loans borrowed on the 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 AcquisitionDate) in an aggregate principal amount exceeding 35exceeds 35.0% of the aggregate principal amount of the Priority all Revolving FacilityCredit Commitments in effect as of such date (a “Covenant Triggering Event”), the Borrower shall not permit the Consolidated First Lien Net Leverage Ratio Ratio, as of the last day of such Test Period fiscal quarter of the Parent Borrower, to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) 6.25:1.00 (the “Financial Covenant”). (2) Subject ; provided, that upon the consummation of any Xxxxxxxx Transaction, the Parent Borrower may deliver a certificate to the limitations contained Administrative Agent setting forth a revised Financial Covenant level (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 Xxxxxxxx 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 setting such Revised Covenant Level, but not with respect to testing actual compliance therewith, cash proceeds of any Indebtedness incurred with such Xxxxxxxx Transaction shall be disregarded in the proviso calculation of the Consolidated First Lien Net Leverage Ratio. Notwithstanding anything in this Agreement to clause the contrary, such Revised Covenant Levels shall be deemed to automatically amend and replace the covenant levels existing prior to such Xxxxxxxx Transaction within five (I5) Business Days after delivery of Section 10.01(1)(gsuch certificate to the Administrative Agent; provided that, if the Administrative Agent notifies the Borrowers within such five (5) Business Day period that, in the Administrative Agent’s reasonable judgment, the Revised Covenant Level do not accurately reflect the Agreed Leverage Cushion after taking into account the Consolidated First Lien Net Leverage Ratio following the Xxxxxxxx Transaction, then the Administrative Agent and the Borrowers shall negotiate in good faith to set such Revised Covenant Levels at the Agreed Leverage Cushion. For the avoidance of doubt, the 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 the same manner as the prior sentence) is equal to or less than 35.0% of the amount of the Revolving Credit Commitments (the “Testing Threshold”), the provisions in which case, such Covenant Triggering Event shall no longer be deemed to be continuing for purposes of this Section 7.10 are for Agreement. Notwithstanding the benefit of foregoing, to the Lenders under extent the Priority Total 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other Credit Outstandings have been reduced to an amount less than the Required Facility Lenders in respect of 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 Priority Revolving Facility. Any Default or Event of Default under the provisions of this Section 7.10 will Financial Covenant shall not by itself constitute a Default or Event of Default under be required to be tested for any Facility (other than the Priority Revolving Facility) and will not trigger a cross-default thereundersuch fiscal quarter.

Financial Covenant. The Borrower and each of With respect to 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 and (excluding and any Financial Covenant Term A Loans) only, (a) undrawn Letters permit the Total Net Leverage Ratio to exceed 4.00:1.00 as of Credit 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 an aggregate face amount up this clause (a), the “Leverage Covenant”); provided, that the Borrower shall be permitted (at its written election, delivered to $10.0 million 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 Subsidiaries are in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with only a maximum Total Net Leverage Ratio of 4.50:1.00 on the closing date of such Letter 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 Credit amounts in excess such increase and a transaction description of $10.0 million such Material Permitted Acquisition (including, the name of the person or assets being considered outstanding acquired and the purchase price and the Total Net Leverage Ratio on a Pro Forma Basis for purposes of this Section 7.10(1)such acquisition), (bii) 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 at the end of any such Holiday Period, the applicable Test Period Total Net Leverage Ratio permitted under the Leverage Covenant shall revert to 4.00:1.00 (unless the beginning of another Holiday shall have occurred in respect of another Material Permitted Acquisition following the start of such Holiday Period) and (ciii) 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 shall not permit be permitted to exercise any additional options for a Holiday, unless and until the First Lien Total Net Leverage Ratio has been equal to or less than a ratio of 4.00:1.00 as of the last day of such Test Period at least two consecutive fiscal quarters since the conclusion of the previous Holiday; or (b) permit the Interest Coverage Ratio to be greater less than 7.40 to 1.00 (such compliance to be determined on the basis 3.00:1.00 as of the end of any fiscal quarter for which the financial information most recently delivered to the Administrative Agent statements and certificates required pursuant to Section 6.01(15.04 have been (or were required to have been) and Section 6.01(2) for such Test Period) delivered beginning with the first full fiscal quarter ended after the Closing Date (the covenant described in this clause (b), the “Financial Interest Coverage Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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. The Borrower and each Solely with respect to the Revolving Credit Facility, as of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period each fiscal quarter of the Borrower (commencing with the Test Period fiscal quarter ending December 31June 30, 20192022) there are outstanding and only if the aggregate principal amount of Total Revolving Loans and Letters Credit Outstandings as of Credit under the Priority Revolving Facility end of the last day of such fiscal quarter (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)), (bA) Letters of Credit (whether drawn or undrawn) to the extent reimbursed, not 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 (cB) solely for the first two four full fiscal quarters ending to commence after the Closing Date, any Revolving Credit Loans borrowed on the 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 AcquisitionDate) in an aggregate principal amount exceeding 35exceeds 35.0% of the aggregate principal amount of the Priority all Revolving FacilityCredit Commitments in effect as of such date (a “Covenant Triggering Event”), the Borrower shall not permit the Consolidated First Lien Net Leverage Ratio Ratio, as of the last day of such Test Period fiscal quarter of the Borrower, to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) 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 be tested on the last day of each fiscal quarter until the Total Revolving Credit Outstandings (2calculated in the same manner as the prior sentence) Subject 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 this Agreement. Notwithstanding the foregoing, to the limitations contained in extent the proviso Total Revolving Credit Outstandings have been reduced to clause (Ian amount less than the Testing Threshold for any period after the last day of the applicable fiscal quarter but prior to the delivery of the applicable Compliance Certificate required to be delivered pursuant to Section 6.02(a) of Section 10.01(1)(g)for such fiscal quarter, the provisions of this Section 7.10 are financial covenant shall not be required to be tested for the 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 any such defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderfiscal quarter.

Financial Covenant. (a) The Borrower and each Guarantor shall procure that Consolidated Net Worth is not at any time less than (Pounds)40,000,000. (b) For the purposes of paragraph (a) above, "CONSOLIDATED NET WORTH" at any time is equal to the Restricted Subsidiaries covenant and agree thataggregate of: (1i) If the amount paid up or credited as paid up on the last day issued share capital of the Guarantor; and -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (ii) the amount standing to the credit of the consolidated capital and revenue reserves of the Group, based on the Guarantor's most recent audited consolidated balance sheet for the time being (the "BALANCE SHEET") but adjusted by: (A) adding any Test Period (commencing with amount standing to the Test Period credit of the profit and loss account for the Group for the period ending December 31on the date of the Balance Sheet, 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 not included in paragraph (ii) above and to the applicable Issuing Bank on extent the amount is not attributable to any dividend or prior other distribution declared, recommended or made by any member of the Group; (B) deducting any amount standing to the date that is three business days following the end debit of the applicable Test Period profit and (c) solely loss account for the first two full fiscal quarters Group for the period ending on the date of the Balance Sheet, to the extent not deducted in calculating the amount referred to in paragraph (ii) above; (C) deducting any amount attributable to goodwill arising from acquisitions; (D) deducting any amount attributable to any upward revaluation of assets after 30th June, 1998 or, in the case of assets of a person that becomes a member of the Group after that date, the date on which that person became a member of the Group (unless the Majority Banks approve the basis of the revaluation and agree that an amount need not be deducted); (E) reflecting any variation in the amount of the issued share capital of the Guarantor and the consolidated capital and revenue reserves of the Group after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion date of the Transactions or Balance Sheet; (F) reflecting any variation in the payment interest of Transaction Expenses or working capital or purchase price adjustments the Guarantor in any other member of the Group since the date of the Balance Sheet; (G) excluding any amount attributable to deferred taxation; (H) excluding any amount attributable to minority interests; (I) eliminating inconsistencies between the accounting policies, principles and practices applied in connection with the AcquisitionBalance Sheet and those applied in connection with the Guarantor's audited consolidated balance sheet as at 30th June, 1998; and (J) adding any unrealised foreign exchange gains and deducting any unrealised foreign exchange losses, in an aggregate principal amount exceeding 35% each case to the extent not taken into account by virtue of any of the aggregate principal amount of the Priority Revolving Facility, the Borrower shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions preceding paragraphs of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderdefinition.

Financial Covenant. The Borrower and each of the Restricted Subsidiaries covenant and agree that: (1a) If Tenant shall maintain an EBITDAR to Rent Ratio determined on the last day of any fiscal quarter on a cumulative basis for the preceding Test Period (commencing with the Test Period ending December 31on [ ⚫ ]7, 2019but excluding any fiscal quarter the last day of which occurs during a Covenant Suspension Period) there are outstanding Revolving Loans of at least 1.5:1.0 (or, from and after a Xxxx Tenant Transfer, 1.8:1.0). (b) Notwithstanding anything to the contrary contained in Section 16.1, if Tenant does not satisfy the EBITDAR to Rent Ratio set forth in Section 23.3(a) for four consecutive Test Periods ending on the last day of four consecutive fiscal quarters, then, within thirty (30) days following Tenant’s delivery to Landlord of the Financial Statements required for such fourth consecutive fiscal quarter (or, if such fourth consecutive fiscal quarter ends on the last day of the Fiscal Year, the Financial Statements required for such Fiscal Year) pursuant to Section 23.1(b) hereof, Tenant shall have the right (the “Cure Right”) from time to time to (i) deposit (or cause to be deposited) into an escrow account established and maintained by Landlord (such account, the “Rent Escrow Account”) and/or (ii) deliver (or cause to be delivered) a Letter of Credit to Landlord, in an aggregate amount equal to the positive difference (if any) of (I) the projected amount of Rent as reasonably projected by Tenant to be payable for the period of six (6) calendar months (or, from and after a Xxxx Tenant Transfer, twelve (12) calendar months) commencing immediately subsequent to such thirtieth (30th) day minus (II) the sum of (x) any amounts then on deposit in the Rent Escrow Account and (y) the face amount of any Letters of Credit under then held by Landlord in connection with Tenant’s exercise of the Priority Revolving Facility Cure Right. If Tenant exercises the Cure Right, then Tenant shall be deemed to have satisfied the requirements of Section 23.3(a) as of the relevant date of determination with the same effect as there had been no failure to comply therewith at such time, and the applicable breach or default of Section 23.3(a) that had occurred shall be deemed cured for the purposes of this Lease. For the avoidance of doubt, Tenant’s exercise of the Cure Right shall not reduce Tenant’s obligation to pay Rent in accordance with Article III. At any time after providing five (excluding (a5) undrawn days’ written notice to Tenant that an Event of Default has occurred, Landlord may apply any and all sums and amounts in the Rent Escrow Account and the proceeds of any Letter of Credit to the payment of any then outstanding and unpaid obligations of the Tenant hereunder in such priority as Landlord may determine. All Letters of Credit and all sums in the Rent Escrow Account shall be held by Landlord in escrow as additional security for Tenant’s obligations to Landlord and, if an aggregate face amount up to $10.0 million Event of Default occurs, may be applied by Landlord in payment of any such outstanding and unpaid obligations of Tenant hereunder in such priority as Landlord may determine. Within ten (with only such Letter of Credit amounts in excess of $10.0 million being considered outstanding for purposes of this Section 7.10(1)), (b10) 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 after the end of the applicable Test Period Term and (c) solely for the first two full fiscal quarters ending upon demand after the Closing Date, any Closing Date Revolving Borrowings drawn EBITDAR 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 shall not permit the First Lien Net Leverage Rent Ratio as of determined on the last day of such any fiscal quarter on a cumulative basis for the preceding Test Period to be greater than 7.40 to 1.00 is at least 1.6:1.0 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1or, from and after a Xxxx Tenant Transfer, 1.9:1.0), (a) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained at Tenant’s election, Landlord shall either deposit any balance in the proviso Rent Escrow Account as instructed by Tenant or apply such balance against monthly Rent obligations then due and payable and (b) Landlord shall return any Letter of Credit to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderTenant.

Financial Covenant. The For the benefit of the Revolving Credit Lenders, the Swing Line Lender and the L/C Issuers only (and the Administrative Agent on their behalf), permit the Consolidated Net Leverage Ratio of the Borrower and each its Subsidiaries as of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period fiscal quarter of the Borrower to exceed the Consolidated Net Leverage Ratio set forth in the applicable fiscal quarter below if the aggregate Revolving Credit Exposure (commencing excluding any Revolving Credit Exposure in respect of any existing Letter of Credit with respect to precious metals or any Letter of Credit (a) which has been cash collateralized in an amount equal to 103% or more of the Test Period ending December 31maximum stated amount of such Letter of Credit, 2019(b) there are outstanding which remains undrawn, provided that the Revolving Loans and Credit Exposure in respect of any such Letters of Credit under that have not been cash collateralized as set forth in the Priority Revolving Facility (excluding foregoing clause (a) undrawn shall only be excluded to the extent the aggregate Revolving Credit Exposure of all such Letters of Credit in an aggregate face amount up excluded pursuant to this clause (b) does not exceed (i) from the Amendment and Restatement Effective Date through and including June 30, 2017, $10.0 million 15,000,000 and (with only such ii) at all other times, $5,000,000, or (c) for any date of determination after June 30, 2017 and prior to the Revolving Credit Restoration Date, is a Letter of Credit amounts in excess that was outstanding on June 30, 2017 and was excluded from the calculation of $10.0 million being considered outstanding the Revolving Credit Exposure for the purposes of this Section 7.10(1)), 7.14 by reason of the foregoing clause (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 shall not permit the First Lien Net Leverage Ratio outstanding as of the last day of such Test Period fiscal quarter exceeds (x) prior to be greater than 7.40 the Revolving Credit Restoration Date, $0, and (y) on or after the Revolving Credit Restoration Date, an amount equal to 30% of the aggregate Revolving Credit Commitments as of such day. Fiscal Quarter Consolidated Net Leverage Ratio (for periods ending prior to the Revolving Credit Restoration Date) Consolidated Net Leverage Ratio (for periods ending on or after the Revolving Credit Restoration Date) March 31, 2017 6.00 to 1.00 (such compliance 5.00 to be determined on 1.00 June 30, 2017 6.00 to 1.00 5.00 to 1.00 September 30, 2017 5.75 to 1.00 5.00 to 1.00 December 31, 2017 5.75 to 1.00 5.00 to 1.00 March 31, 2018 5.75 to 1.00 4.50 to 1.00 June 30, 2018 5.75 to 1.00 4.50 to 1.00 September 30, 2018 5.50 to 1.00 4.50 to 1.00 December 31, 2018 5.50 to 1.00 4.50 to 1.00 March 31, 2019 5.50 to 1.00 4.00 to 1.00 June 30, 2019 5.25 to 1.00 4.00 to 1.00 September 30, 2019 5.25 to 1.00 4.00 to 1.00 December 31, 2019 and the basis of the financial information most recently delivered last day each fiscal quarter thereafter 5.00 to 1.00 4.00 to 1.00 Notwithstanding anything to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contrary contained in the proviso to clause (I) of Section 10.01(1)(g)10.01, the provisions of this Section 7.10 are for 7.14, and the benefit definition of the Lenders under the Priority Revolving Facility only term “Consolidated Net Leverage Ratio” and the Required Facility Lenders its constituent parts, in respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 or the defined terms each case as used in this Section 7.10 (solely in respect of the use of such defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach for purposes of this Section 7.10 without 7.14, may only be amended, waived or otherwise modified with the prior written consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderLenders.”

Financial Covenant. The Borrower (a) Parent and each its Restricted Subsidiaries shall, on any date when Availability is less than the greater of (a) 10% of the Restricted Subsidiaries covenant Line Cap, and agree that: (1b) If $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 any the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of each succeeding four fiscal quarter period thereafter until the date on which Availability is equal to or greater than the FCCR 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 Amount for purposes of this Section 7.10(1)), 30 consecutive calendar days. (b) Letters For purposes of Credit (whether drawn determining compliance with the financial covenant set forth in Section 10.11(a) above, cash equity contributions to Parent or undrawn) the receipt by Parent of the proceeds from the sale of Qualified Equity Interests in Parent contributed to the extent reimbursed, Cash Collateralized or backstopped on terms reasonably acceptable to Lead Borrower as common equity after the applicable Issuing Bank beginning of the final fiscal quarter included in the relevant four fiscal quarter period and on or prior to the date day that is three business days following the later of 10 Business Days after Parent and its Restricted Subsidiaries become subject to testing the financial covenant set forth in Section 10.11(a) for such fiscal quarter and the day that is 10 Business Days after the day on which Section 9.01 Financials are required to be delivered for such fiscal quarter (such applicable 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower and to the extent not otherwise applied, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such 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 applicable Test Period and calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ci) solely for the first Specified Equity Contributions may be made in respect of no more than two full fiscal quarters ending after in any four fiscal quarter period and no more than five times, (ii) 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 any Specified Equity Contribution shall be no greater than the Priority Revolving Facilityamount required to cause Parent and its Restricted Subsidiaries to be in pro forma compliance with such financial covenant, (iii) the Borrower Borrowers shall not permit be permitted to borrow hereunder during the First Lien Net Leverage Ratio as Interim Period until the relevant Specified Equity Contribution has been made, (iv) all Specified Equity Contributions shall be disregarded for purposes of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined determining any baskets calculated on the basis of Consolidated EBITDA contained herein and in the other Loan Documents and (v) 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 information most recently delivered covenant for the fiscal quarter in which such Specified Equity Contribution is made or any applicable subsequent periods which include such fiscal quarter, except to the Administrative Agent pursuant extent the proceeds thereof have actually been used to Section 6.01(1) prepay Indebtedness, but only from and Section 6.01(2) for after the fiscal quarter in which such Test Period) (the “Financial Covenant”)prepayment is made. (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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. The Borrower Tenant covenants and each of agrees that it shall comply with the Restricted Subsidiaries covenant and agree thatfollowing financial covenants during the Term: (1a) If Tenant shall maintain an unrestricted and unencumbered balance of at least $600,000.00 with a U.S. banking institution in cash and cash equivalent financial instruments ("CCE") (the "REQUIRED CCE FLOOR BALANCE") during the first Lease Year. On the first day of the second Lease Year and on the last first day of any Test Period each succeeding Lease Year thereafter, the Required CCE Floor Balance shall increase automatically, and without notice, to an amount equal to one hundred three percent (commencing with 103%) of the Test Period ending December 31, 2019) there are outstanding Revolving Loans and Letters of Credit under Required CCE Floor Balance applicable during 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)), immediately preceding Lease Year; and (b) Letters Tenant shall maintain net current assets (determined in accordance with generally accepted accounting principles ("GAAP")) of Credit not less than $3,600,000.00 (whether drawn or undrawnthe "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 the extent reimbursed, Cash Collateralized or backstopped on terms reasonably acceptable Landlord of its compliance with its obligation to maintain the applicable Issuing Bank 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 reporting required by Section 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 statements in the form required by Subsection 16.12.1 hereof substantiating the current CCE balance on or prior deposit and the value of Tenant's net current assets shall be sufficient to satisfy Tenant's obligation to deliver such Compliance Documents provided that the date that is three same are delivered to Landlord (i) within ten (10) business days following Landlord's written request therefor, and (ii) within thirty (30) days following the end of the applicable Test Period quarter of each fiscal year during the Term, in each case together with an officer's certificate confirming Tenant's compliance with the covenants stated in Subsection 4.1.6(a) and (cb) solely for above. Tenant shall also notify Landlord and deliver such Compliance Documents to Landlord immediately if Tenant's CCE decreases below the first two full fiscal quarters ending after applicable Required CCE Floor Balance or Tenant's net current assets (determined in accordance with GAAP) decreases below the Closing DateRequired 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 a commercially reasonable confidentiality agreement with regard to such financing information, which requirement shall be no more often than twice in any Closing Date Revolving Borrowings drawn to finance a portion calendar year, exclusive of the Transactions or the payment of Transaction Expenses or working capital or purchase price adjustments any request in connection with the Acquisitionsale or refinancing of the Property. If Tenant fails to deposit and maintain the "Security Deposit" (as defined below) in an aggregate principal amount exceeding 35% of the aggregate principal amount of the Priority Revolving Facility, the Borrower shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) amounts and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g)manner stated herein, the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or event shall constitute an Event of Default resulting from a breach of this Section 7.10 without the consent of for which Tenant shall not be entitled to any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. Any Default notice or Event of Default cure period 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 thereunderArticle 13.

Financial Covenant. The (a) Commencing with the Fiscal Quarter ended September 30, 2021, the Borrower and each will not permit the Secured Leverage Ratio to be greater than 3.50 to 1.00 as of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period (commencing with during which, at any time during the last Fiscal Quarter of such Test Period ending December 31Period, 2019) there are the aggregate outstanding amount of Revolving Loans and and/or Letters of Credit under the Priority Revolving Facility (excluding other than (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)), (bi) Letters of Credit (whether drawn or undrawn) to the extent that have been reimbursed, Cash Collateralized 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 (cii) solely for the first two full fiscal quarters ending after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion undrawn Letters of the Transactions or the payment of Transaction Expenses or working capital or purchase price adjustments in connection with the Acquisition) Credit in an aggregate principal outstanding amount exceeding 35not in excess of $3,500,000) exceeded 1% of the aggregate principal amount of the Priority total Revolving Facility, the Borrower shall not permit the First Lien Net Leverage Ratio as of the last day of Credit Commitments at such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) time (the “Financial Covenant”). (2b) Subject to Notwithstanding the limitations contained in foregoing, upon the proviso to clause consummation of a Material Permitted Acquisition and until the completion of the first four consecutive Fiscal Quarters ended after such Material Permitted Acquisition (I) inclusive of Section 10.01(1)(gthe last date of such four consecutive Fiscal Quarters, the “Increase Period”), the maximum Secured Leverage Ratio level for purposes of the Financial Covenant shall be increased by 0.25x for any Test Period (the “Step-Up”) during such Increase Period; provided that between successive Increase Periods, there must be at least two Fiscal Quarters during which the Borrower is in compliance, without giving effect to any Step-Up, with the Secured Leverage Ratio in clause (a) above. (c) The provisions of this Section 7.10 6.12 are for the direct benefit of the Revolving Lenders under the Priority Revolving Facility only and the Required Facility Revolving Lenders in respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 6.12 or the defined terms used in this Section 7.10 6.12 (solely in respect of the use of such defined terms in this Section 7.106.12) or waive any Default or Event of Default resulting from a breach of this Section 7.10 6.12 without the consent of any Lenders other than the Required Facility Revolving Lenders in respect of the Priority Revolving Facility. 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. The Borrower and each (a) In respect of the Restricted Subsidiaries covenant Term A1 Loans and agree that: (1) If on the last day of any Test Period (commencing with the Test Period ending December 31for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30, 20192021 (the “Initial Test Period”) there are and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Loans (including Swingline Loans) and Letters of Credit under the Priority Revolving Facility L/C Obligations (excluding (a) the face amount of 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, that are Cash Collateralized or backstopped on terms reasonably acceptable to or otherwise do not exceed $10,000,000 in the applicable Issuing Bank on or prior to the date that is three business days following the end of the applicable Test Period and (caggregate) 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 35exceeds 35.0% of the aggregate principal amount of Revolving Credit Commitments under the Priority Revolving Credit Facility, the Borrower shall not permit the First Lien Consolidated Secured Net Leverage Ratio as of the last day of such any Test Period to exceed (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 greater 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 Facility) for the third fiscal quarter of the Borrower in 2021, the first and second fiscal quarters of the Borrower in 2019 and the fourth fiscal quarter 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 Facility) for the third and fourth fiscal quarters of the Borrower in 2021 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 Facility) for the first fiscal quarter of the Borrower in 2022, the third and fourth fiscal quarters of the Borrower in 2021 and the second fiscal quarter of the Borrower in 2019 (determined as if the same were a single accounting period); provided, further, “Consolidated EBITDA” as determined pursuant to the preceding proviso shall (x) in the case of any fiscal quarter ended prior to the Closing Date included in such determination, not be calculated on a Pro Forma Basis or otherwise adjusted in accordance with Section 1.08 to give effect to any Specified Transaction occurring during or after, as applicable, any such fiscal quarter and (y) in the case of any fiscal quarter ended after the Closing Date included in such determination, 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. (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 March 31, 2022 (the “Covenant Restriction Period”), unless (x) from and after the first day of the Initial Test Period through and including the last day of the second Test Period following the Initial Test Period (the “Financial Covenant Transition Period”), (I) 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) is less than 7.40 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility at such time and (II) the Borrower shall have delivered an irrevocable written notice to 1.00 (such compliance the Administrative Agent, electing to be determined terminate the restrictions in this Section 7.11(b) on the basis of compliance with preceding clause (I) or (y) the financial information most recently delivered Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08 after giving effect to the Administrative Agent 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 6.01(17.11) and Section 6.01(2) for such is less than or equal to 4.75:1.00 (as of the last day of the most recently ended Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained conditions described in the proviso to exceptions provided for in clause (Ix) of Section 10.01(1)(gor (y), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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“Applicable Covenant Restriction Fall-default thereunder.Away Conditions”):

Financial Covenant. The Borrower and each of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of As long as 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 FacilityCommitment remains outstanding, the Borrower shall not permit the First Lien Consolidated Net Secured Leverage Ratio as of the last day of such any Test Period to be greater higher than 7.40 4.00 to 1.00 (such compliance ratio, the “Maximum Consolidated Net Secured Leverage Ratio”); provided that solely for purposes of this Section 7.09, the Consolidated Net Secured Leverage Ratio shall be calculated as the ratio of (a) the Consolidated Total Net Debt of the Borrower and its Restricted Subsidiaries on such date that is secured by Liens (other than Liens ranking junior to be determined the Lien on the basis Collateral securing the Obligations) to (b) Consolidated EBITDA of the financial information Borrower and its Restricted Subsidiaries for the most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such ended Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained ; provided, further, that in the proviso event the Borrower or any Restricted Subsidiary makes a Permitted Acquisition in compliance with the terms of this Agreement that causes, on a Pro Forma Basis after giving effect to clause such Permitted Acquisition (I) of Section 10.01(1)(gand any Indebtedness incurred in connection therewith), the Consolidated Net Secured Leverage Ratio (calculated as set forth in the first proviso of this Section 7.09) to be greater than 3.75 to 1.00 but less than or equal to 4.50 to 1.00, the Maximum Consolidated Net Secured Leverage Ratio will be increased to 4.50 to 1.00 during the one year period following the consummation of such Permitted Acquisition (it being understood and agreed that any additional Permitted Acquisition consummated during such one year period shall not extend such period for any additional time). The provisions of this Section 7.10 7.09 are for the benefit of the Revolving Credit Lenders under the Priority Revolving Facility only and the Required Facility Class Lenders in respect of for the Priority Revolving Credit Facility may amend, waive or otherwise modify this Section 7.10 7.09 or the defined terms used in for purposes of this Section 7.10 7.09 (but solely in respect of the use of for such defined terms in this Section 7.10purposes) or waive any Default or Event of Default resulting from a breach of this Section 7.10 7.09 without the consent of any Lenders other than the such Required Facility Class Lenders in respect of the Priority Revolving Facility. Any Default or Event of Default under accordance with the provisions of this clause (v) of the second proviso of 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 thereunder10.01.

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 Directly 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 shall not indirectly permit the First Lien Net Consolidated Leverage Ratio as of the last day of such Test Period any period of four (4) fiscal quarters of the Borrower to be greater than 7.40 3.50 to 1.00 1.0 (such compliance to be determined on the basis “Financial Covenant Threshold”); provided, that, (a) upon the consummation of the financial information most recently delivered Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following the consummation of the Acquisition (including the fiscal quarter of the Borrower in which the Acquisition is consummated), the maximum permitted Consolidated Leverage Ratio shall be increased to 4.00 to 1.0 and (b) upon notice by the Borrower to the Administrative Agent pursuant in connection with the consummation of any other acquisition permitted by this Agreement that occurs after the Closing Date with aggregate consideration (including the assumption or incurrence of Indebtedness in connection with such acquisition) equal to Section 6.01(1or in excess of $1,000,000,000, for each of the four (4) and Section 6.01(2) for fiscal quarters of the Borrower immediately following the consummation of such Test Period) acquisition (including the “Financial Covenant”). (2) Subject to fiscal quarter of the limitations contained Borrower in the proviso to clause (I) of Section 10.01(1)(gwhich such acquisition is consummated), the provisions maximum permitted Consolidated Leverage Ratio shall be increased to 4.00 to 1.0 (such period of increase in either clauses (a) or (b) above, a “Leverage Increase Period”); provided, further, that, (a) there shall be no more than two Leverage Increase Periods during the term of this Section 7.10 are Agreement, (b) for the benefit fiscal quarter of the Lenders under Borrower immediately preceding the Priority Revolving Facility only and second Leverage Increase Period, the Required Facility Lenders in respect Consolidated Leverage Ratio as of the Priority Revolving Facility may amendend of such fiscal quarter shall not be greater than 3.50 to 1.0, waive or otherwise modify and (c) each Leverage Increase Period shall only apply with respect to the calculation of the financial covenant pursuant to this Section 7.10 or 7.05. Notwithstanding the defined terms used foregoing, if the Borrower does not elect a “material acquisition” step up in this Section 7.10 (solely the financial covenant level set forth in respect of the use of such defined terms Existing Revolving Credit Facility, the Financial Covenant Threshold shall automatically be deemed amended to match any lower Financial Covenant Threshold in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Existing Revolving Facility. 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 Credit Facility (other than notwithstanding anything to the Priority Revolving Facility) and will not trigger a cross-default thereundercontrary in Section 10.01).

Financial Covenant. The So long as any amount owing by any Borrower and each 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 Restricted Subsidiaries covenant and agree that: (1) If Covenantor shall not exceed 4.00:1.00 on the 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 (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)"Acquisition Closing Date"), (b) Letters 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 Credit (whether drawn or undrawn) Funded Net Debt 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 EBITDA 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 Covenantor shall not permit the First Lien Net Leverage Ratio as of exceed 4.75:1.00 on the last day of such Test Period to be greater than 7.40 to 1.00 any period of four consecutive Financial Quarters ending on or before the date which is 24 months after the Acquisition Closing Date. For purposes of determining compliance with this Section 8.3 during the Calculation Period, if there has been (such compliance to be determined on i) a material adverse change in the basis business, financial condition, operations, performance or properties of the financial information most recently delivered Acquired Company and its Subsidiaries, taken as a whole, or (ii) the occurrence of an insolvency event of the type contemplated by Section 9.1 (h) with respect to the Administrative Agent pursuant Acquired Company (each of (i) or (ii), an "Excluding Event"), then (x) EBITDA shall include the Acquired Company and its Subsidiaries only to Section 6.01(1the extent of cash actually received by the Covenantor, the Borrower or any Designated Subsidiary Guarantor and (y) Funded Debt shall be calculated to exclude the Funded Debt attributable to the Acquired Company and Section 6.01(2) its subsidiaries that is non-recourse to the Covenantor and its Subsidiaries (excluding, for such Test Period) (the “Financial Covenant”avoidance of doubt, the Acquired Company and its subsidiaries)."; (2g) Subject amending Article 10 to add the limitations contained in the proviso to clause (I) of following as Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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.10.15:

Financial Covenant. (a) The Lead Borrower and each any Restricted Subsidiary shall, on any date when Availability is less than the greater of (a) 10% of the Restricted Subsidiaries covenant Line Cap, and agree that: (1b) If $60,000,000 (the “FCCR Test Amount”), have a Consolidated 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 any Test Period (commencing with the Test Period ending December 31, 2019) there are outstanding Revolving Loans and Letters of Credit under most recently ended fiscal quarter for which the Priority Revolving Facility (excluding (a) undrawn Letters of Credit in an aggregate face amount up Borrowers were required to $10.0 million (with only such Letter of Credit amounts in excess of $10.0 million being considered outstanding for purposes of this deliver Section 7.10(1)), 9.01 Financials. (b) Letters For purposes of Credit determining compliance with the financial covenant set forth in Section 10.11(a) above, cash equity contributions (whether drawn which equity shall be common equity or undrawn) to the extent reimbursed, Cash Collateralized Qualified Preferred Stock or backstopped on terms otherwise in a form reasonably acceptable to the applicable Issuing Bank Administrative Agent) made to Holdings (which shall be contributed in cash to the common equity of the Lead Borrower) after the end of the relevant fiscal quarter and on or prior to the date day that is three business days following 10 Business Days after the Lead Borrower and any Restricted Subsidiary become subject to testing the financial covenant under clause (a) of this Section 10.11 for such fiscal quarter and subsequently on or prior to the day that is 10 Business Days after the end of each subsequent financial quarter (such 10‑Business Day periods being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable Test Period 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 twelve consecutive month period and no more than 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, (c) solely for the first two full fiscal quarters ending after the Closing Date, Lead Borrower and 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 Restricted Subsidiary shall not permit be permitted to borrow hereunder during the First Lien Net Leverage Ratio as Interim Period until the relevant Specified Equity Contribution has been made, (d) all Specified Equity Contributions shall be disregarded for purposes of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined determining any baskets calculated on the basis of Consolidated EBITDA contained herein and in the other Credit Documents and (e) 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 information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are covenant for the benefit of the Lenders under the Priority Revolving Facility only and the Required Facility Lenders fiscal quarter in respect of the Priority Revolving Facility may amend, waive which such Specified Equity Contribution is made or otherwise modify this Section 7.10 or the defined terms used in this Section 7.10 (solely in respect of the use of any applicable subsequent periods which include such defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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 thereunderfiscal quarter.

Financial Covenant. Borrowers will maintain, at all times, a Remaining Months Liquidity Ratio of at least (i) 4.0:1.0 until October 31, 2005 and (ii) 6.0:1.0 thereafter, measured on a rolling three-month basis For purposes hereof, “Remaining Month’s Liquidity Ratio” means a ratio of (i) unrestricted cash (and equivalents) maintained at Bank or one of its Affiliates (measured at any time) plus 80% of Eligible Accounts (as measured by the most recently delivered Compliance Certificate) minus any Obligations hereunder to (ii) net income plus depreciation and amortization expenses. XENOGEN CORPORATION a Delaware corporation SILICON VALLEY BANK By By Title President or Vice President By Secretary or Ass’t Secretary a Delaware corporation By President or Vice President By Secretary or Ass’t Secretary TO: SILICON VALLEY BANK FROM: XENOGEN CORPORATION 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000 The undersigned authorized officer of XENOGEN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Silicon (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Silicon. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the Restricted Subsidiaries covenant terms of the Agreement, 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 that compliance is determined not just at the date that this certificate 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 shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”)delivered. (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the provisions of this Section 7.10 are for the 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 defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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. The Borrower Holdings 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, 20192018) there are the sum of the (a) outstanding principal amount Revolving Loans (including Swing Line Loans) and (b) aggregate face amount in excess of $100.0 million of the outstanding amount of Letters of Credit under the Priority Revolving Facility (excluding (a) undrawn such 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 Business Days following the end of the applicable Test Period and (cb) solely for bank guarantees and performance or similar bonds) exceeds the first two full fiscal quarters ending after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion greater 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$324.0 million and 40.0% of the aggregate principal amount of the Priority all Revolving FacilityCommitments under all outstanding Revolving Facilities (including any Incremental Revolving Facilities), the Borrower Holdings shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 5.80 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the The provisions of this Section 7.10 7.11 are for the benefit of the Revolving 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 7.11 or the defined terms used in this Section 7.10 7.11 (solely in respect of the use of such defined terms in this Section 7.107.11) or waive any Default or Event of Default resulting from a breach of this Section 7.10 7.11 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. Any Default or Event of Default under the provisions of this Section 7.10 7.11 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. The a. Commencing with the Fiscal Quarter ended September 30, 2021, the Borrower and each will not permit the Secured Leverage Ratio to be greater than 3.50 to 1.00 as of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period (commencing with during which, at any time during the last Fiscal Quarter of such Test Period ending December 31Period, 2019) there are the aggregate outstanding amount of Revolving Loans and and/or Letters of Credit under the Priority Revolving Facility (excluding other than (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)), (bi) Letters of Credit (whether drawn or undrawn) to the extent that have been reimbursed, Cash Collateralized 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 (cii) solely for the first two full fiscal quarters ending after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion undrawn Letters of the Transactions or the payment of Transaction Expenses or working capital or purchase price adjustments in connection with the Acquisition) Credit in an aggregate principal outstanding amount exceeding 35not in excess of $3,500,000) exceeded 1% of the aggregate principal amount of the Priority total Revolving Facility, the Borrower shall not permit the First Lien Net Leverage Ratio as of the last day of Credit Commitments at such Test Period to be greater than 7.40 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) time (the “Financial Covenant”). b. Notwithstanding the foregoing, upon the consummation of a Material Permitted Acquisition and until the completion of the first four consecutive Fiscal Quarters ended after such Material Permitted Acquisition (2) Subject to inclusive of the limitations contained in last date of such four consecutive Fiscal Quarters, the proviso to clause (I) of Section 10.01(1)(g“Increase Period”), the maximum Secured Leverage Ratio level for purposes of the Financial Covenant shall be increased by 0.25x for any Test Period (the “Step-Up”) during such Increase Period; provided that between successive Increase Periods, there must be at least two Fiscal Quarters during which the Borrower is in compliance, without giving effect to any Step-Up, with the Secured Leverage Ratio in clause (a) above. c. The provisions of this Section 7.10 6.12 are for the direct benefit of the Revolving Lenders under the Priority Revolving Facility only and the Required Facility Revolving Lenders in respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 6.12 or the defined terms used in this Section 7.10 6.12 (solely in respect of the use of such defined terms in this Section 7.106.12) or waive any Default or Event of Default resulting from a breach of this Section 7.10 6.12 without the consent of any Lenders other than the Required Facility Revolving Lenders in respect of the Priority Revolving Facility. 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. The Borrower and each (a) In respect of the Restricted Subsidiaries covenant Term A1 Loans and agree that: (1) If on the last day of any Test Period (commencing with the Test Period ending December 31for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30, 20192021 (the “Initial Test Period”) there are and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Loans (including Swingline Loans) and Letters of Credit under the Priority Revolving Facility L/C Obligations (excluding (a) the face amount of 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, that are Cash Collateralized or backstopped on terms reasonably acceptable to or otherwise do not exceed $10,000,000 in the applicable Issuing Bank on or prior to the date that is three business days following the end of the applicable Test Period and (caggregate) 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 35exceeds 35.0% of the aggregate principal amount of Revolving Credit Commitments under the Priority Revolving Credit Facility, the Borrower shall not permit the First Lien Consolidated Secured Net Leverage Ratio as of the last day of such any Test Period to exceed (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 greater 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 Facility) for the third fiscal quarter of the Borrower in 2021, the first and second fiscal quarters of the Borrower in 2019 and the fourth fiscal quarter 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 Facility) for the third and fourth fiscal quarters of the Borrower in 2021 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 Facility) for the first fiscal quarter of the Borrower in 2022, the third and fourth fiscal quarters of the Borrower in 2021 and the second fiscal quarter of the Borrower in 2019 (determined as if the same were a single accounting period); provided, further, “Consolidated EBITDA” as determined pursuant to the preceding proviso shall (x) in the case of any fiscal quarter ended prior to the Closing Date included in such determination, not be calculated on a Pro Forma Basis or otherwise adjusted in accordance with Section 1.08 to give effect to any Specified Transaction occurring during or after, as applicable, any such fiscal quarter and (y) in the case of any fiscal quarter ended after the Closing Date included in such determination, 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. (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 March 31, 2022 (the “Covenant Restriction Period”), unless (x) from and after the first day of the Initial Test Period through and including the last day of the second Test Period following the Initial Test Period (the “Financial Covenant Transition Period”), (I) 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) is less than 7.40 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility at such time and (II) the Borrower shall have delivered an irrevocable written notice to 1.00 (such compliance the Administrative Agent, electing to be determined terminate the restrictions in this Section 7.11(b) on the basis of compliance with preceding clause (I) or (y) the financial information most recently delivered Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08 after giving effect to the Administrative Agent 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 6.01(17.11) and Section 6.01(2) for such 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) or (y), the “Financial CovenantApplicable 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 (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 $50,000,000 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 made pursuant to preceding clause (iii) after the Closing Date shall be reduced on a dollar-for-dollar basis by the 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 made pursuant to preceding clause (iii) after the Closing Date shall be reduced on a dollar-for-dollar basis by the amount of Investments made pursuant to Section 7.02(c)(ii) after the Closing Date);; (vi) create, incur, assume or suffer to exist (x) any Indebtedness pursuant to Section 7.03(g), 7.03(q) or 7.03(s) (but solely to the extent such Permitted Ratio Debt is incurred by Restricted Subsidiaries that are not Subsidiary Guarantors as contemplated by the definition of “Permitted Ratio Debt”) or (y) 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 Equity Interests of the 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 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 Uniform Standards of Professional Appraisal Practice or is otherwise reasonably satisfactory to the Administrative Agent), (2) Subject 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 limitations contained in the proviso to clause (I) of Section 10.01(1)(gAdministrative Agent), the provisions 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 (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 Section 2.05(b)(ii); provided, that Borrower shall not make any Dispositions of any property or assets which in the aggregate have a total appraised value greater than two hundred fifty million dollars ($250,000,000), unless after giving pro forma effect to any such Disposition of property, the Consolidated Secured Net Leverage Ratio (calculated without giving effect to any provision of this Section 7.10 are for 7.11) shall not exceed 4.75:1.00; (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) From and after the benefit Closing Date until the date of the Lenders under the Priority Revolving Facility only and the Required Facility Lenders delivery of financial statements pursuant to Section 6.01(b) in respect of the Priority Revolving Facility may amendfiscal quarter ended March 31, waive 2021 (the “Covenant Relief Period”), unless one or otherwise modify this Section 7.10 or the defined terms used in this Section 7.10 (solely in respect both of the use Applicable Covenant Restriction Fall-Away Conditions have been satisfied at such time, permit the Minimum Required Liquidity as of such defined terms in this Section 7.10) or waive any Default or Event of Default resulting from a breach of this Section 7.10 without the consent last day of any Lenders other calendar month to be less than the Required Facility Lenders in respect of the Priority Revolving Facility. 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$60,000,000.

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 fiscal quarter ending December 31September 30, 20192017) 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 not to exceed $10.0 20.0 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)), and (b) Letters of Credit to the extent Cash Collateralized or backstopped (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 AcquisitionBank) in an aggregate principal amount exceeding 35% of the aggregate principal amount of the Priority all Revolving Facility, the Commitments under all outstanding Revolving Facilities (including any Incremental Revolving Facilities),The Borrower shall not permit the First Lien Total Net Leverage Ratio as of the last day of such suchany Test Period (commencing with the last day of the Test Period ending March 31, 2021) to be greater than 7.40 4.50 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the The provisions of this Section 7.10 7.12 are for the benefit of the Revolving 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 7.12 or the defined terms used in this Section 7.10 7.12 (solely in respect of the use of such defined terms in this Section 7.107.12) or waive any Default or Event of Default resulting from a breach of this Section 7.10 7.12 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. Any Default or Event of Default under the The provisions of this Section 7.10 will not 7.12 shall terminate in full and be of no further effect upon (and subject to) (i) the payment in full in cash of the Obligations in respect of the Revolving Facility and (ii) the termination of all Revolving Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized pursuant to Section 2.03(7) on terms reasonably acceptable to the applicable Issuing Bank, backstopped by itself constitute a Default letter of credit reasonably satisfactory to the applicable Issuing Bank or Event of Default deemed reissued under any Facility (other than another agreement reasonably acceptable to the Priority Revolving Facility) and will not trigger a crossapplicable Issuing Bank). US-default thereunder.DOCS\122695800.10

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 not to exceed $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))25,000,000, (b) Letters of Credit to the extent Cash Collateralized or backstopped (whether drawn or undrawn) to the extent reimbursed, Cash Collateralized or backstopped on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Bank on or prior to Bank, (c) for the date that is three business days following the end avoidance of the applicable Test Period doubt, any Permitted L/Cs and (cd) solely for the first two full fiscal quarters ending ended after the Closing Date, any Revolving Loans borrowed on the Closing Date Revolving Borrowings drawn to finance a portion of the Transactions or the Acquisition (including payment of Transaction Expenses or and working capital or purchase price adjustments in connection with the Acquisitionadjustments)) in an aggregate principal amount exceeding 3540% of the aggregate principal amount of the Priority all Revolving FacilityCommitments under all outstanding Revolving Facilities (including any Incremental Revolving Facilities), the Borrower no Loan Party shall not permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 7.40 7.00 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the “Financial Covenant”). (2) Subject to the limitations contained in the proviso to clause (I) of Section 10.01(1)(g), the The provisions of this Section 7.10 7.12 are for the benefit of the Revolving 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 7.12 or the defined terms used in this Section 7.10 7.12 (solely in respect of the use of such defined terms in this Section 7.107.12) or waive any Default or Event of Default resulting from a breach of this Section 7.10 7.12 without the consent of any Lenders other than the Required Facility Lenders in respect of the Priority Revolving Facility. 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.