Common use of Financial Covenant Clause in Contracts

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent shall not permit the Consolidated Net Secured Leverage Ratio as of the last day of any Test Period to be higher than 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent shall The Borrower will not permit the Consolidated Net Secured Leverage Ratio at the end of any Test Period to exceed the ratio set forth below: Test Period Secured Leverage Ratio September 30, 2015 through September 30, 2017 3.00:1.00 December 31, 2017 through September 30, 2018 2.75:1.00 December 31, 2018 and thereafter 2.50:1.00 In the event the Borrower fails to comply with the financial covenants set forth in this Section 7.10 as of the last day of any Test Period fiscal quarter, any Net Cash Proceeds of the issuance of Equity Interests or Equity Equivalents (other than Disqualified Capital Stock) received by the Borrower on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be higher than 4.50 delivered for such Fiscal Quarter pursuant to 1.00 Section 6.01(a) or 6.01(b), as the case may be, will, at the irrevocable election of Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter solely for the purposes of determining compliance with such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such ratio equity contribution so included in the calculation of Consolidated EBITDA, a “Maximum Consolidated Net Secured Leverage RatioSpecified Equity Contribution”); provided, provided that (a) solely notice of Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the tenth (10th) day following the date on which financial statements are required to be delivered for the purpose applicable Fiscal Quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be, (b) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, financial ratio determinations, pricing and other items governed by reference to Consolidated EBITDA (other than for determining compliance with this Section 7.10), (e) there shall be no more than five (5) Specified Equity Contributions made in the Consolidated Net Secured Leverage Ratio aggregate after the Closing Date, (f) any Term Loans voluntarily prepaid with the proceeds of Specified Equity Contributions in a manner permitted by this Agreement shall be deemed no longer outstanding for purposes of determining compliance with this Section 7.097.10; provided that in no event shall any such reduction of Consolidated Secured Debt be given effect during the Fiscal Quarter with regard to which the Specified Equity Contribution is made, and (g) upon the Administrative Agent’s receipt of the notice of Borrower’s intent to make a Specified Equity Contribution and until ten (10) Business Days after the day on which the financial statements are required to be delivered for any Test Period that includes (i) the applicable fiscal quarter ended June 30pursuant to Section 6.01(a) or 6.01(b), 2020as the case may be, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered to neither the Administrative Agent for each Test Period nor any Lender shall accelerate the Finance Obligations or otherwise exercise any remedies available to it during the continuance of a Default or Event of Default under the Loan Documents, 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 remedies pursuant to Section 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.018.02.

Financial Covenant. As long as any (a) In respect of the Term A1 Loans and commencing with the Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30, 2021 (the “Initial Test Period”) and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Commitment remains outstandingLoans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, Parent shall not permit the Consolidated Secured Net Secured Leverage Ratio as of the last day of 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 higher than 4.50 the sum of Consolidated EBITDA reported to 1.00 the Lenders (such ratio or, to the “Maximum 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 Net 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 Leverage Ratio”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, that further, “Consolidated EBITDA” as determined pursuant to the preceding proviso shall (ax) solely for in the purpose case 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 30prior to the Closing Date included in such determination, 2020not 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, Consolidated EBITDA for as applicable, any such fiscal quarter shall be deemed to be and (y) in the amount case of Consolidated EBITDA for the any fiscal quarter ended June 30after the Closing Date included in such determination, 2019 as set forth be calculated on the Compliance Certificate delivered to the Administrative Agent for each Test Period including such fiscal quarter (a Pro Forma Basis 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (adjusted in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend1.08 to give effect to any Specified Transaction occurring during or after, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for as applicable, any such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01fiscal quarter.

Financial Covenant. As long as The Borrower shall not, directly or indirectly, nor shall it permit any Revolving Credit Commitment remains outstandingIntegra Party or the Parent to, Parent shall not directly or indirectly, permit the Consolidated Net Secured Total Leverage Ratio of the Parent and its consolidated Subsidiaries as of the last day of any Test Period consecutive four fiscal quarter period ending on the dates identified below to be higher greater than the ratio set forth below opposite such date (and so long as PNC and Mizuho Bank, Ltd. are each a lender under the Credit Agreement, or such other ratio for such related period as specified in the Credit Agreement from time to time): 76 Error! Unknown document property name. Four Fiscal Quarters Ending Maximum Consolidated Total Leverage Ratio First fiscal quarter ending after the Effective Date through June 30, 2022 5.00 to 1.00 September 30, 2022 through June 30, 2023 4.50 to 1.00 September 30, 2023 and the last day of each fiscal quarter thereafter 4.00 to 1.00 Notwithstanding the foregoing, at the election of the Parent, up to two times during the term of this Agreement, the maximum Consolidated Total Leverage Ratio set forth in this grid above may be increased to accommodate a Permitted Acquisition (as defined in the Credit Agreement), as determined by the Parent and as designated in the Compliance Certificate (as defined in the Credit Agreement, a copy of which shall be promptly provided to the Administrative Agent hereunder) or earlier notice given by the Parent in connection with such ratio Permitted Acquisition (as defined in the “Maximum Consolidated Net Secured Leverage Ratio”Credit Agreement) (including for determining any ratios, baskets, representations and warranties or test any Event of Default (as defined in the Credit Agreement,) or Default (as defined in the Credit Agreement) blocker pursuant to Section 1.08 of the Credit Agreement); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition (as defined in the Credit Agreement); provided, further, that (a) solely such increase shall only apply for a period of twelve months from and after such Permitted Acquisition and immediately upon the expiration of such twelve month period, the required maximum Consolidated Total Leverage Ratio shall revert to the level set forth above for the 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 measurement period in which such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 step down occurs; (b) for in no event shall the period commencing on the Amendment No. 6 Effective Date through maximum Consolidated Total Leverage Ratio after giving effect to any such step-up exceed 5.00 to 1.00; and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 of the 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 (p) and those necessary to maintain Parent’s status as a REIT for the maximum amount that any taxable year, including, for the avoidance of doubt, Consolidated Total Leverage Ratio covenant level may step-up during any payment on or in respect of any class of Capital Stock of the Parent that Consolidated Total Leverage Ratio measurement period is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.010.50.

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent The Borrowers shall not permit the Consolidated Senior Secured Net Secured Leverage Debt to Consolidated EBITDA Ratio as of the last day of any Test Period to be higher greater than 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 5.00:1.00. For purposes of determining compliance with this Section 7.0910.9, for any the net cash proceeds from the issuance and sale of Equity Interests of RailAmerica (other than Disqualified Capital Stock) received by RailAmerica after the end of the relevant Test Period and on or prior to the date that includes is ten days after the day on which Section 9.1 Financials are required to be delivered (iwithout giving effect to any grace period) for the last fiscal quarter ended June 30in such Test Period will, 2020at the request of RailAmerica, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with this Section 10.9 at the end of such Test Period and applicable subsequent Test Periods which include such fiscal quarter but not for determining pro forma compliance with this Section 10.9 to determine the permissibility of a transaction (such net cash proceeds so received by RailAmerica and so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), subject to the following terms and conditions: (a) in each four fiscal quarter period, there shall be deemed to be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of Consolidated EBITDA for the fiscal quarter ended June 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 June 30, 2020) and (ii) the fiscal quarter ended September 30, 2020, Consolidated EBITDA for such fiscal quarter any Specified Equity Contribution shall be deemed no greater than the amount required to cause the Borrowers to be the amount of Consolidated EBITDA for the fiscal quarter ended September 30, 2019 as set forth in compliance 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 a Pro Forma Basis with this Section 7.05 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)10.9, (c)) all Specified Equity Contributions shall be disregarded for making any other determination herein or any other Credit Document, (d), (e), (f), (h), (l), (m) and (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to no more than four Specified Equity Contributions shall be made prior to the payment Latest Maturity Date, (e) there shall be no reduction in Indebtedness in connection with any Specified Equity Contributions for determining compliance with this Section 10.9 and no Specified Equity Contribution shall be included as cash for purposes of a dividend or distribution on or in respect of any other class of Capital Stock calculating clause (y) of the Parent that is directly required in order definition of Consolidated Senior Secured Net Debt and (f) the proceeds of the Specified Equity Contribution shall immediately be used to maintain Parent’s status as a REIT (prepay Loans in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.015.2.

Financial Covenant. As long as any Solely with respect to the Revolving Credit Commitment remains outstandingFacility, Parent shall not permit the Consolidated Net Secured Leverage Ratio as of the last day of any Test Period to be higher than 4.50 to 1.00 each fiscal quarter of the Borrower (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 commencing with this Section 7.09, for any Test Period that includes (i) the fiscal quarter ended ending June 30, 2020, Consolidated EBITDA for 2022) and only if the aggregate principal amount of Total Revolving Credit Outstandings as of the end of the last day of such fiscal quarter (excluding (A) Letters of Credit whether or not Cash Collateralized and (B) for the first four full fiscal quarters to commence after the Closing Date, any Revolving Credit Loans borrowed on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date (a “Covenant Triggering Event”), permit the Consolidated First Lien Net Leverage Ratio, as of the last day of such fiscal quarter of the Borrower, to be greater than 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 (calculated in the same manner as the prior sentence) 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used continuing for purposes of this Agreement. Notwithstanding the foregoing, to the extent the Total Revolving Credit Outstandings have been reduced to an amount less than the Testing Threshold for any period 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 7.09 (but solely 6.02(a) for such purposes) or waive fiscal quarter, the financial covenant shall not be required to be tested for any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01fiscal quarter.

Financial Covenant. As So long as any Revolving Credit Advance shall remain unpaid or any Lender shall have any Commitment remains outstandinghereunder, the Parent shall not permit Guarantor will maintain a ratio (the Consolidated Net Secured “Operating Income Leverage Ratio as of Ratio”) determined on the last day of any Test each fiscal quarter of the Parent Guarantor for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Parent Guarantor described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt plus (C) preference shares that constitute debt under GAAP to be higher (ii) Consolidated Adjusted Operating Income of the Parent Guarantor for such Rolling Period of not more than 4.50 5.0 to 1.00 1.0 (or, if the Existing Credit Agreement remains in effect on the Closing Date, (x) if the corresponding ratio in the Existing Credit Agreement has not been amended on or prior to the Closing Date, 4.5 to 1.0 and (y) if the corresponding ratio in the Existing Credit Agreement has been increased on or prior to the Closing Date, such ratio the “Maximum Consolidated Net Secured Leverage Ratio”increased amount, but not to exceed 5.0 to 1.0); provided, that (a) solely for if the purpose Existing Credit Agreement includes one or more reductions in such ratio, this Section 5.03 shall automatically include each such reduction. For purposes of calculating the aggregate principal amount of Consolidated Net Secured Leverage Ratio Debt of the Parent Guarantor on any such date, (A) there shall be excluded from such calculation any amount in respect of Investment Preferred Stock, Permitted Film Financings and Negative Pickup Arrangements and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial position for such date; provided, however, that, if the Parent Guarantor determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Parent Guarantor, the currency exchange rate used for the income statements of the Parent Guarantor for such fiscal quarter. Notwithstanding anything to the contrary in this Agreement, until the Target has become a Subsidiary of the Borrower, any Debt incurred by the Borrower the proceeds of which are to be used to finance the Target Acquisition shall be disregarded for purposes of determining compliance with this Section 7.095.03 to the extent that, for any Test Period and so long as, such Debt is either held in escrow on customary terms or are held by the Borrower in an account at the Designated Agent or a Lender as unrestricted cash or Cash Equivalents; provided, that includes if (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth Existing Credit Agreement remains in effect 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 June 30, 2020) Closing Date and (ii) the fiscal quarter ended September 30Section 5.03 of the Existing Credit Agreement is not amended on or prior to the Closing Date to match this this Section 5.03 (other than this proviso), 2020, Consolidated EBITDA for such fiscal quarter this Section 5.03 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 Closing Date be automatically amended without the further action by any party hereto 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 match Section 7.05 5.03 of the Existing Credit Agreement (other than pursuant to clauses (aas may be amended, refinanced or replaced) (solely with respect to existing payment obligations as in respect of Equity Interests issued by any Subsidiary in connection with a “DownREIT” acquisition), (c), (d), (e), (f), (h), (l), (m) and (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for effect on the 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 payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01Closing Date.

Financial Covenant. As None, as long as any Revolving Credit Commitment remains outstandingExcess Availability is not less than, Parent shall for three consecutive business days, the greater of (a) 10% of the Line Cap, and (b) $80 million. In the event that Excess Availability falls below such threshold for three consecutive business days, the Borrower will not permit the Consolidated Net Secured Leverage Fixed Charge Coverage Ratio to be less than 1.00:1.00 for the four consecutive fiscal quarters ended as of the last day of any Test Period immediately preceding fiscal quarter for which financial statements have been or are required to be higher than 4.50 delivered. Once tested, the financial covenant shall continue to 1.00 (such ratio be tested on a quarterly basis until the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that (a) solely Borrower exceeds the threshold for the purpose of calculating the Consolidated Net Secured Leverage Ratio for 25 consecutive days. For purposes of determining compliance with this Section 7.09the financial covenant, for any Test Period cash equity (which to the extent constituting other than common equity will be on terms and conditions reasonably acceptable to the ABL Administrative Agent) contribution made to the Borrower after the beginning of the relevant fiscal quarter after the Closing Date and on or prior to the day that includes is (i) with respect to a breach of the fiscal quarter ended June 30financial Fixed Charge Coverage Ratio that occurs on the date that such financial covenant is triggered, 2020the date that is ten (10) days after such trigger date or (ii) otherwise, Consolidated EBITDA the date that is ten (10) days after the date on which financial statements are required to be delivered for such fiscal quarter shall will, at the request of the Borrower, be deemed to be included in the amount calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenant at the end of such fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered to the Administrative Agent for each Test Period including and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified [Commitment Letter] Equity Contribution”), provided that (a) in each four consecutive fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made during the term of the ABL Facility, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant, (d) all Specified Equity Contributions shall be disregarded for the purposes of determining any baskets with respect to the covenants and not the Consolidated EBITDA Borrowing Base contained in the ABL Facility and (e) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter ended June 30in which such Specified Equity Contribution is made; provided that to the extent such proceeds are applied to prepay indebtedness, 2020) and (ii) such reduction may be given effect in determining compliance with the financial covenant for fiscal quarters after the fiscal quarter ended September 30, 2020, Consolidated EBITDA for in which such fiscal quarter Specified Equity Contribution is made. The ABL Lenders shall not be deemed obligated to be extend additional credit under 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 ABL Facility during the period commencing on between the Amendment No. 6 Effective Date through and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 breach of the Credit Agreement (other than pursuant to clauses (a) (solely with respect to existing payment obligations in respect Financial Covenant and the consummation of Equity Interests issued by any Subsidiary in connection with a “DownREIT” acquisition), (c), (d), (e), (f), (h), (l), (m) and (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect exercise of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01Specified Equity Contribution.

Financial Covenant. As long as At any time an Extension of Credit is outstanding under the Revolving Credit Commitment remains outstandingFacility, Parent shall not permit the Consolidated Net Secured maintain a Total Leverage Ratio of less than or equal to 6.5:1.0. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance with this Section 5.9, (a) after consummation of any Permitted Acquisition, (i) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments in accordance with Regulation S-X promulgated under the Securities Act or otherwise reasonably acceptable to the Company and the Administrative AgentRequired Lenders, and (ii) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the last first day of such applicable period and (b) any Test Period cash equity contribution (which equity shall be common equity, Qualified Preferred Equity or other equity having terms reasonably satisfactory to the Administrative AgentRequired Lenders) made to Holdco after the end of a fiscal quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be higher than 4.50 delivered with respect to 1.00 such fiscal quarter will, at the request of the Company, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenant contained herein at the end of such fiscal quarter (any such ratio equity contribution so included in the calculation of Consolidated EBITDA or applied to reduce Consolidated Indebtedness, a “Maximum Consolidated Net Secured Leverage RatioSpecified Equity Contribution”); provided, provided that (ai) solely for in each four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (ii) in each eight fiscal quarter period, there shall be a period of at least four consecutive fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the purpose amount of calculating any Specified Equity Contribution shall be no greater than the Consolidated Net Secured Leverage Ratio amount required to cause the Credit Parties to be in compliance with the financial covenant set forth above, (iv) a Specified Equity Contribution shall only be included in the computation of the financial covenant for purposes of determining compliance by the Credit Parties with this Section 7.095.9 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Percentage) and (v) any Consolidated Indebtedness repaid with the proceeds of a Specified Equity Contribution shall not be deemed repaid for purposes of calculating the Total Leverage Ratio if, for any Test Period that includes (i) purposes of calculating the fiscal quarter ended June 30Total Leverage Ratio, 2020such Specified Equity Contribution has been included in the calculation of Consolidated EBITDA. Upon the making of a Specified Equity Contribution, the financial covenant in this Section 5.9 shall be recalculated giving effect to the increase in Consolidated EBITDA for or reduction in Consolidated Indebtedness. If, after giving effect to such fiscal quarter recalculation, Holdco is in compliance with the financial covenant, Holdco shall be deemed to be have satisfied the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 requirements 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 (p) and those necessary to maintain Parent’s status financial covenant as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment relevant date of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance determination with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for same effect as though there had been no failure to comply therewith at such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01date.

Financial Covenant. As long as any (a) In respect of the Term A1 Loans and commencing with the Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30, 2021 (the “Initial Test Period”) and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Commitment remains outstandingLoans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, Parent shall not permit the Consolidated Secured Net Secured Leverage Ratio as of the last day of 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 higher than 4.50 the sum of Consolidated EBITDA reported to 1.00 the Lenders (such ratio or, to the “Maximum 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 Net 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 Leverage Ratio”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, that further, “Consolidated EBITDA” as determined pursuant to the preceding proviso shall (ax) solely for in the purpose case 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 30prior to the Closing Date included in such determination, 2020not 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, Consolidated EBITDA for as applicable, any such fiscal quarter shall be deemed to be and (y) in the amount case of Consolidated EBITDA for the any fiscal quarter ended June 30after the Closing Date included in such determination, 2019 as set forth be calculated on the Compliance Certificate delivered to the Administrative Agent for each Test Period including such fiscal quarter (a Pro Forma 132 Basis 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (adjusted in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend1.08 to give effect to any Specified Transaction occurring during or after, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for as applicable, any such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01fiscal quarter.

Financial Covenant. As long as any Solely with respect to the Revolving Credit Commitment remains outstandingFacility, Parent shall not permit the Consolidated Net Secured Leverage Ratio as of the last day of each fiscal quarter of the Parent Borrower (commencing with the fiscal quarter ending June 30, 2022) and only if the aggregate principal amount of Total Revolving Credit Outstandings as of the end of 209 the last day of such fiscal quarter (excluding (A) Letters of Credit whether or not Cash Collateralized and (B) for the first four full fiscal quarters to commence after the Closing Date, any Test Period Revolving Credit Loans borrowed on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date (a “Covenant Triggering Event”), permit the Consolidated First Lien Net Leverage Ratio, as of the last day of such fiscal quarter of the Parent Borrower, to be higher greater than 4.50 to 1.00 6.25:1.00 (such ratio the “Maximum Consolidated Net Secured Leverage RatioFinancial Covenant”); provided, that upon the consummation of any Xxxxxxxx Transaction, the Parent Borrower may deliver a certificate to the Administrative Agent setting forth a revised Financial Covenant level (a) solely for as so revised and based on good faith calculations, the purpose of calculating “Revised Covenant Level”), which Revised Covenant Level shall represent a percentage increase over the Consolidated First Lien Net Secured 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 determining 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 calculation of the Consolidated First Lien Net Leverage Ratio. Notwithstanding anything in this Section 7.09Agreement to the contrary, for any Test Period that includes (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter Revised Covenant Levels shall be deemed to be automatically amend and replace the amount covenant levels existing prior to such Xxxxxxxx Transaction within five (5) Business Days after delivery of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered such certificate to the Administrative Agent for each Test Period including such fiscal quarter (and not the Consolidated EBITDA for the fiscal quarter ended June 30Agent; provided that, 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 if the Administrative Agent for each Test Period including notifies the Borrowers within such fiscal quarter five (and 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 EBITDA for First Lien Net Leverage Ratio following the fiscal quarter ended September 30Xxxxxxxx Transaction, 2020), then the Administrative Agent and (b) for the period commencing on Borrowers shall negotiate in good faith to set such Revised Covenant Levels at the Amendment NoAgreed Leverage Cushion. 6 Effective Date through and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 of the 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for For the avoidance of doubt, any payment 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 in respect of any class of Capital Stock less than 35.0% of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit amount of the Revolving Credit Lenders only and Commitments (the Required Class Lenders for the Revolving Credit Facility may amend“Testing Threshold”), waive or otherwise modify this Section 7.09 or the defined terms used in which case, such Covenant Triggering Event shall no longer be deemed to be continuing for purposes of this Agreement. Notwithstanding the foregoing, to the extent the Total Revolving Credit Outstandings have been reduced to an amount less than the Testing Threshold for any period for which a Compliance Certificate required to be delivered pursuant to Section 7.09 (but solely 6.02(a) for such purposes) or waive fiscal quarter has not yet been delivered, the Financial Covenant shall not be required to be tested for any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01fiscal quarter.

Financial Covenant. As long as any For the benefit of the Revolving Credit Commitment remains outstandingLenders, Parent shall not the Swing Line Lender and the L/C Issuers only (and the Administrative Agent on their behalf), permit the Consolidated Net Secured Leverage Ratio of the Borrower and its Subsidiaries as of the last day of any Test Period fiscal quarter of the Borrower to be higher than 4.50 to 1.00 (such ratio exceed the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that Ratio set forth in the applicable fiscal quarter below if the aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure in respect of any existing Letter of Credit with respect to precious metals or any Letter of Credit (a) solely for which has been cash collateralized in an amount equal to 103% or more of the purpose maximum stated amount of calculating such Letter of Credit, (b) which remains undrawn, provided that the Consolidated Net Secured Leverage Ratio for purposes Revolving Credit Exposure in respect of determining compliance with any such Letters of Credit that have not been cash collateralized as set forth in the foregoing clause (a) shall only be excluded to the extent the aggregate Revolving Credit Exposure of all such Letters of Credit excluded pursuant to this Section 7.09, for any Test Period that includes clause (b) does not exceed (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 from the Amendment No. 6 and Restatement Effective Date through and including June 30, 2017, $15,000,000 and (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 that was outstanding on June 30, 2017 and was excluded from the calculation of the Revolving Credit Exposure for the purposes of this Section 7.14 by reason of the foregoing clause (b)) outstanding as of the last day of such fiscal quarter exceeds (x) prior to 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 5.00 to 1.00 June 30, 2017 6.00 to 1.00 5.00 to 1.00 September 30, 20212017 5.75 to 1.00 5.00 to 1.00 December 31, no Loan Party shall2017 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 no Loan Party shall permit any of its Restricted Subsidiaries, the last day each fiscal quarter thereafter 5.00 to make any Restricted Payment pursuant 1.00 4.00 to Section 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior 1.00 Notwithstanding anything to the payment of a dividend or distribution on or contrary contained in respect of any other class of Capital Stock of Section 10.01, the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for 7.14, and the benefit definition of the Revolving Credit Lenders only term “Consolidated Net Leverage Ratio” and the Required Class Lenders for the Revolving Credit Facility may amendits constituent parts, waive or otherwise modify this Section 7.09 or the defined terms in each case as used for purposes of this Section 7.09 (but solely for such purposes) 7.14, may only be amended, waived or waive any Default resulting from a breach of this Section 7.09 without otherwise modified with the prior written consent of any Lenders other than such the Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01Revolving Lenders.”

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent shall not permit The definitive documentation will contain only the Consolidated following financial covenant with respect to the Borrower and its restricted subsidiaries on a consolidated basis: • a Net Secured Total Leverage Ratio set at the Financial Covenant Ratio Level (as defined in the Fee Letter) (the “Financial Covenant”). The Financial Covenant will be tested as of the last day of any Test Period each fiscal quarter, with the first quarterly covenant test to be higher than 4.50 to 1.00 (such ratio commence as of the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that (a) solely for last day of the purpose of calculating first full fiscal quarter ending after the Consolidated Net Secured Leverage Ratio for Closing Date. For purposes of determining compliance with this Section 7.09the Financial Covenant, for any Test Period cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Agent) made to Redwood Holdings and contributed to the Borrower after the first day of the applicable quarter and on or prior to the day that includes (i) is 10 business days after the fiscal quarter ended June 30, 2020, Consolidated EBITDA day on which financial statements are required to be delivered for such fiscal quarter will be included in the calculation of consolidated EBITDA solely for the purposes of determining compliance with the 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 consecutive fiscal quarter period, there shall be deemed to at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made during the term of the Facilities, (c) the amount of Consolidated EBITDA any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Covenant, (d) all Specified Equity Contributions shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in the definitive documentation for the Facilities, and (e) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter ended June 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 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 7.05 of the Credit Agreement (other than pursuant to clauses (a) (solely with respect to existing payment obligations in respect of which such Specified Equity Interests issued by any Subsidiary in connection with a “DownREIT” acquisition), Contribution is made (c), (d), (e), (f), (h), (l), (m) and (p) and those necessary to maintain Parent’s status either directly through prepayment or indirectly as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock result of the Parent that is required to be made prior to the payment netting of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05unrestricted cash)) unless otherwise agreed in writing in advance by the Required Class Lenders under the Revolving Credit Facility in their sole discretion. The provisions of this Section 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.

Financial Covenant. As long as any Solely with respect to the Revolving Credit Commitment remains outstandingFacility, Parent shall not permit the Consolidated Net Secured Leverage Ratio as of the last day of any Test Period to be higher than 4.50 to 1.00 each fiscal quarter of the Borrower (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 commencing with this Section 7.09, for any Test Period that includes (i) the fiscal quarter ended ending June 30, 2020, Consolidated EBITDA for 2022) and only if the aggregate principal amount of Total Revolving Credit Outstandings as of the end of the last day of such fiscal quarter (excluding (A) Letters of Credit whether or not Cash Collateralized and (B) for the first four full fiscal quarters to commence after the Closing Date, any Revolving Credit Loans borrowed on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date (a “Covenant Triggering Event”), permit the Consolidated First Lien Net Leverage Ratio, as of the last day of such fiscal quarter of the Borrower, to be greater than 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 (calculated in the same manner as the prior sentence) 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used continuing for purposes of this Agreement. Notwithstanding the foregoing, to the extent the Total Revolving Credit Outstandings have been reduced to an amount less than the Testing Threshold for any period 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 7.09 (but solely 6.02(a) for such purposes) or waive fiscal quarter, the financial covenant shall not be required to be tested for any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.fiscal quarter. 216

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent shall The Borrower will not permit the Consolidated Net Secured Leverage Ratio at the end of any Test Period to exceed the ratio set forth below: Test Period Secured Leverage Ratio September 30, 2016 through March 31, 2017 4.00:1.00 June 30, 2017 through December 31, 2017 3.75:1.00 March 31, 2018 through December 31, 2018 3.50:1.00 March 31, 2019 and thereafter 3.25:1.00 144 In the event the Borrower fails to comply with the financial covenants set forth in this Section 7.10 as of the last day of any Test Period fiscal quarter, any Net Cash Proceeds of the issuance of Equity Interests or Equity Equivalents (other than Disqualified Capital Stock) received by the Borrower on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be higher than 4.50 delivered for such Fiscal Quarter pursuant to 1.00 Section 6.01(a) or 6.01(b), as the case may be, will, at the irrevocable election of Borrower, be included in the calculation of Consolidated EBITDA for such fiscal quarter solely for the purposes of determining compliance with such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such ratio equity contribution so included in the calculation of Consolidated EBITDA, a “Maximum Consolidated Net Secured Leverage RatioSpecified Equity Contribution”); provided, provided that (a) solely notice of Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the tenth (10th) day following the date on which financial statements are required to be delivered for the purpose applicable Fiscal Quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be, (b) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, financial ratio determinations, pricing and other items governed by reference to Consolidated EBITDA (other than for determining compliance with this Section 7.10), (e) there shall be no more than five (5) Specified Equity Contributions made in the Consolidated Net Secured Leverage Ratio aggregate after the Closing Date, (f) any Term Loans voluntarily prepaid with the proceeds of Specified Equity Contributions in a manner permitted by this Agreement shall be deemed no longer outstanding for purposes of determining compliance with this Section 7.097.10; provided that in no event shall any such reduction of Consolidated Secured Debt be given effect during the Fiscal Quarter with regard to which the Specified Equity Contribution is made, and (g) upon the Administrative Agent’s receipt of the notice of Borrower’s intent to make a Specified Equity Contribution and until ten (10) Business Days after the day on which the financial statements are required to be delivered for any Test Period that includes (i) the applicable fiscal quarter ended June 30pursuant to Section 6.01(a) or 6.01(b), 2020as the case may be, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered to neither the Administrative Agent for each Test Period nor any Lender shall accelerate the Finance Obligations or otherwise exercise any remedies available to it during the continuance of a Default or Event of Default under the Loan Documents, 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 remedies pursuant to Section 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.018.02.

Financial Covenant. As So long as any Revolving Credit Advance shall remain unpaid or any Lender shall have any Commitment remains outstandinghereunder, the Parent shall not permit Guarantor will maintain a ratio (the Consolidated Net Secured “Operating Income Leverage Ratio as of Ratio”) determined on the last day of any Test each fiscal quarter of the Parent Guarantor for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Parent Guarantor described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt plus (C) preference shares that constitute debt under GAAP to be higher (ii) Consolidated Adjusted Operating Income of the Parent Guarantor for such Rolling Period of not more than 4.50 5.0 to 1.00 1.0 (or, if the Existing Credit Agreement remains in effect on the Closing Date, (x) if the corresponding ratio in the Existing Credit Agreement has not been amended on or prior to the Closing Date, 4.5 to 1.0 and (y) if the corresponding ratio in the Existing Credit Agreement has been increased on or prior to the Closing Date, such ratio the “Maximum Consolidated Net Secured Leverage Ratio”increased amount, but not to exceed 5.0 to 1.0); provided, that (a) solely for if the purpose Existing Credit Agreement includes one or more reductions in such ratio, this Section 5.03 shall automatically include each such reduction. For purposes of calculating the aggregate principal amount of Consolidated Net Secured Leverage Ratio Debt of the Parent Guarantor on any such date, (A) there shall be excluded from such calculation any amount in respect of Investment Preferred Stock, Permitted Film Financings and Negative Pickup Arrangements and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial position for such date; provided, however, that, if the Parent Guarantor determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Parent Guarantor, the currency exchange rate used for the income statements of the Parent Guarantor for such fiscal quarter. Notwithstanding anything to the contrary in this Agreement, until the Target has become a Subsidiary of the Borrower, any Debt incurred by the Borrower the proceeds of which are to be used to finance the Target Acquisition shall be disregarded for purposes of determining compliance with this Section 7.095.03 to the extent that, for any Test Period and so long as, such Debt is either held in escrow on customary terms or are held by the Borrower in an account at the Designated Agent or a Lender as unrestricted cash or Cash Equivalents; provided, that includes if (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth Existing Credit Agreement remains in effect 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 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 Closing Date through and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 of the 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.and

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding(a) Beginning on the Financial Covenant Start Date, Parent shall not permit the Consolidated Net Secured Leverage Ratio to exceed (A) as of the Financial Covenant Start Date and the last day of each of first, second and third fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.75:1.00, (B) as of the last day of any Test Period to be higher than 4.50 to 1.00 each of the fourth, fifth, sixth and seventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.25:1.00, (C) as of the last day of each of the eighth, ninth, tenth and eleventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.75:1.00, (D) as of the last day of each of the twelfth and thirteenth fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.50:1.00 and (E) as of the last day of the fourteenth fiscal quarter of the Parent Borrower ending following the Financial Covenant Start Date and as of the last day of each fiscal quarter of the Parent Borrower thereafter, 5.25:1.00. Notwithstanding the foregoing, upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such ratio Material Permitted Acquisition (the “Maximum Consolidated Net Secured Leverage RatioIncrease Period”); provided, that (a) solely for if elected by 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered Parent Borrower by written notice 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment given on or in respect of any class of Capital Stock of the Parent that is required to be made prior to the payment date of a dividend or distribution on or in respect consummation of any other class of Capital Stock of such Material Permitted Acquisition, the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used maximum permitted Consolidated Net Leverage Ratio level for purposes of this Section 7.09 covenant shall be increased by 0.50x for the relevant period (but solely the “Step-Up”) during such Increase Period; provided (i) that Increase Periods may not be successive unless the Consolidated Net Leverage Ratio would have been complied with for such purposesat least two fiscal quarters without giving effect to the Step-Up, (ii) or waive any Default resulting from there shall be a breach maximum of two Increase Periods in the aggregate under this Section 7.09 without Credit Agreement and (iii) no Increase Period shall begin prior to the consent of any Lenders third full quarter following the Financial Covenant Start Date (other than such Required Class Lenders an Increase Period in accordance connection with the provisions acquisition of clause (v) an aggregate of 51% of the second proviso Capital Stock of Section 10.01OCESA Entretenimiento S.A. de C.V.).

Financial Covenant. As long (a) (I) Unless the Borrower Opt-Out Election (as any defined below) has been made, in respect of the Term A1 Loans and commencing with the Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended March 31, 2022 (the “Initial Test Period”) and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Commitment remains outstandingLoans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, Parent shall not permit the Consolidated Secured Net Secured Leverage Ratio as of the last day of 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 higher than 4.50 the sum of Consolidated EBITDA reported to 1.00 the Lenders (such ratio or, to the “Maximum extent reported in respect of a quarter ending prior to the Closing Date, the Lenders under the Existing Senior Secured Credit Facility) for the first fiscal quarter of the Borrower in 2022, the second fiscal quarter of the Borrower in 2019 and the third and fourth fiscal quarters of the Borrower in 2018 (determined as if the same were a single accounting period); (2) the first Test Period following the Initial Test Period, Consolidated Net 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 Leverage Ratio”Credit Facility) for the first and second fiscal quarters of the Borrower in 2022 and the first and second fiscal quarters of the Borrower in 2019 (determined as if the same were a single accounting period); and (3) the second Test Period following the Initial Test Period, Consolidated EBITDA shall be the sum of Consolidated EBITDA reported to the Lenders (or, to the extent reported in respect of a quarter ending prior to the Closing Date, the Lenders under the Existing Senior Secured Credit Facility) for the first, second and third fiscal quarters of the Borrower in 2022 and the second fiscal quarter of the Borrower in 2019 (determined as if the same were a single accounting period); provided, that (a) solely for the purpose of calculating the Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09further, 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, includingthat, for the avoidance of doubt, “Consolidated EBITDA” as determined for any payment on or in respect of any class of Capital Stock of the Parent that is required to be made prior fiscal quarter pursuant to the payment of preceding proviso shall in all cases be calculated on a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (Pro Forma Basis and be adjusted in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend1.08 to give effect to any Specified Transaction occurring during or after, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for as applicable, any such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01fiscal quarter.

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding(a) Commencing with the Q4-2017 Test Period, Parent the Borrower shall not permit the Consolidated First Lien Net Secured Leverage Ratio on the last day of each Test Period to be greater than 5.25:1.00 if, as of the last day of any such Test Period to be higher than 4.50 to 1.00 (such ratio Period, the “Maximum Consolidated Net Secured Leverage Ratio”); provided, that aggregate outstanding principal amount of (a) solely for the purpose Revolving Loans, (b) Letters of calculating the Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09, for any Test Period that includes Credit (but excluding (i) the fiscal quarter ended June 30, 2020, Consolidated EBITDA for such fiscal quarter shall be deemed to be the amount all Letters of Consolidated EBITDA for the fiscal quarter ended June 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 June 30, 2020) Credit that have been Cash Collateralized and (ii) up to $2,500,000 of undrawn Letters of Credit) and/or (c) unreimbursed obligations with respect to drawn Letters of Credit, in each case then outstanding, exceeds (or exceeded) 25% of the fiscal quarter ended September 30, 2020, Consolidated EBITDA for then outstanding Revolving Credit Commitments in effect on such fiscal quarter shall be deemed to be date (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 “Financial Covenant Test Period including such fiscal quarter (and not the Consolidated EBITDA for the fiscal quarter ended September 30, 2020)Criteria”, and each last day of the Test Periods described above on which the Financial Covenant Test Criteria are met, a “Financial Covenant Test Date”); provided that, (bi) for so long as the period commencing on Borrower has not made any Restricted Junior Payments after the Second Amendment No. 6 Effective Date through and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its (other than Restricted Subsidiaries, to make any Restricted Payment Junior Payments pursuant to Section 7.05 of the Credit Agreement 6.4(a), (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” acquisitionb), (c), (d) and (e)), the Financial Covenant set forth in this Section 6.7(a) shall not apply and shall not be tested for any Test Period ending during the Covenant Waiver Period, and (ii) so long as the Borrower has not made any Restricted Junior Payments after the Second Amendment Effective Date (other than (x) Restricted Junior Payments pursuant to Section 6.4(a), (eb), (fc), (h), (l), (md) and (pe) or (y) other Restricted Junior Payments permitted hereunder where after giving pro forma effect thereto, Liquidity is equal to or greater than $12,000,000), solely for purposes of calculating First Lien Net Leverage Ratio pursuant to this Section 6.7(a) after the expiration of the Covenant Waiver Period, Consolidated Adjusted EBITDA for each of the Fiscal Quarters ending March 31, 2020, June 30, 2020, September 30, 2020 and those December 31, 2020 shall be deemed to be the Consolidated Adjusted EBITDA set forth in the Compliance Certificate delivered in accordance with Section 5.1(e) for the Fiscal Quarter ended December 31, 2019. Notwithstanding the foregoing, each Compliance Certificate delivered pursuant to Section 5.1(e) in respect of any Test Period that includes any of the Fiscal Quarters ending during the Covenant Waiver Period in such calculation shall include calculations necessary to maintain Parent’s status determine the First Lien Net Leverage Ratio as a REIT for any taxable year, including, for adjusted in accordance with the proviso of the immediately preceding sentence and the First Lien Net Leverage Ratio as if such ratio had not been adjusted in accordance with the proviso of the immediately preceding sentence. For the avoidance of doubt, any payment on or (i) the Financial Covenant set forth in respect of any class of Capital Stock this Section 6.7 shall not apply, and shall not be tested, if the Financial Covenant Test Criteria are not met as of the Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock last date of the Parent that is directly required applicable Test Period and (ii) the adjustment of the Financial Covenant set forth in order to maintain Parent’s status as a REIT (in accordance with the last proviso of the first sentence of Section 7.05)) unless otherwise agreed in writing in advance by this paragraph shall cease to apply upon the Required Class Lenders under delivery of the Revolving Credit Facility in their sole discretion. The provisions of this Section 7.09 are audited financial statements and the related Compliance Certificate for the benefit of the Revolving Credit Lenders only Fiscal Year ending December 31, 2021 pursuant to Sections 5.1(a) and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.015.1(c).

Financial Covenant. As long (a) (aI ) In Unless the Borrower Opt-Out Election (as any defined below) has been made, in respect of the Revolving Credit Commitment remains outstandingFacility and commencing with the Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30March 31, Parent shall 20212022 (the “Initial Test Period”) and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Loans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, permit the Consolidated Secured Net Secured Leverage Ratio as of the last day of 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 higher than 4.50 the sum of Consolidated EBITDA reported to 1.00 the Lenders for the thirdfirst fiscal quarter of the Borrower in 20212022, the first and second fiscal quarters of the Borrower in 2019 and the fourth fiscal quarter of the Borrower in 2019 and the third and fourth fiscal quarters of the Borrower in 2018 (such ratio determined as if the “Maximum same were a single accounting period); (2) the first Test Period following the Initial Test Period, Consolidated Net Secured Leverage Ratio”EBITDA shall be the sum of Consolidated EBITDA reported to the Lenders for the thirdfirst and fourthsecond fiscal quarters of the Borrower in 20212022 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 for the first fiscal quarter of the Borrower in 2022, the third and fourth, second and third fiscal quarters of the Borrower in 20212022 and the second fiscal quarter of the Borrower in 2019 (determined as if the same were a single accounting period); provided, that (a) solely for the purpose of calculating the Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09further, 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 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 (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, includingthat, for the avoidance of doubt, “Consolidated EBITDA” as determined for any payment on or fiscal quarter pursuant to the preceding proviso shall (x) in respect the case of any class of Capital Stock of the Parent that is required to be made fiscal quarter ended prior to the payment of Fourth Amendment Effective Date included in such determination, not be calculated on a dividend Pro Forma Basis or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (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 last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent case of any Lenders other than fiscal quarter ended after the Fourth Amendment Effective Date included in such Required Class Lenders determination,in all cases be calculated on a Pro Forma Basis and be adjusted in accordance with Section 1.08 to give effect to any Specified Transaction occurring during or after, as applicable, any such fiscal quarter (including any Disposition and the provisions of clause (v) designation of the second proviso of Section 10.012020 Designated Unrestricted Subsidiaries as Unrestricted Subsidiaries).

Financial Covenant. As long as any Revolving Credit Commitment remains outstandingCommencing with the first full fiscal quarter ending following the Term Conversion Date, Parent shall not permit the Consolidated Net Secured Leverage Debt Service Coverage Ratio to be less than 1.05:1.00 as of the last day of any Test Period fiscal quarter (the “Financial Covenant”). For purposes of determining compliance with the Financial Covenant, any common equity contribution (other than Drawstop Equity Contributions (as defined in the First Lien Credit Agreement)) made to the Co-Borrowers after the end of a fiscal quarter and on or prior to the day that is 10 Banking Days after the day on which financial statements are required to be higher than 4.50 to 1.00 delivered for such fiscal quarter will, at the request of the Co-Borrowers, be included in the calculation of Operating Cash Available for Debt Service solely for the purposes of determining compliance with such Financial Covenant at the end of such fiscal quarter and applicable subsequent periods (any such ratio equity contribution so included in the calculation of Operating Cash Available for Debt Service, a “Maximum Consolidated Net Secured Leverage RatioSpecified Equity Contribution”); provided, that (a) solely for in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (b) during the purpose term of calculating the Consolidated Net Secured Leverage Ratio Term Facility, no more than five Specified Equity Contributions shall be made, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Co-Borrowers to be in compliance with the Financial Covenant, (d) all Specified Equity Contributions shall be disregarded 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 the amount of Consolidated EBITDA for the fiscal quarter ended June 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 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 7.05 of the Credit Agreement (other than pursuant to clauses (a) (solely baskets with respect to existing payment obligations the covenants contained in respect of Equity Interests issued by any Subsidiary in connection with a “DownREIT” acquisition), (c), (d), the Credit Documents and (e), (f), (h), (l), (m) and (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for there shall be no pro forma reduction in Debt with the avoidance of doubt, any payment on or in respect proceeds of any class of Capital Stock of Specified Equity Contribution for determining compliance with the Parent Financial Covenant; provided, that is required to be made prior to the payment of a dividend or distribution on or extent such net cash proceeds are actually applied to prepay Debt, such reduction may be credited in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) 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 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01subsequent fiscal quarter.

Financial Covenant. As long as any Revolving Credit Commitment remains outstanding, Parent shall not Directly or indirectly permit the Consolidated Net Secured Leverage Ratio as of the last day of any Test Period period of four (4) fiscal quarters of the Borrower to be higher greater than 4.50 3.50 to 1.00 1.0 (such ratio the “Maximum Consolidated Net Secured Leverage RatioFinancial Covenant Threshold”); provided, that that, (a) solely for upon the purpose consummation of calculating the Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09Acquisition, for any Test Period that includes each of the four (i4) fiscal quarters of the Borrower immediately following the consummation of the Acquisition (including the fiscal quarter ended June 30of the Borrower in which the Acquisition is consummated), 2020, the maximum permitted Consolidated EBITDA for such fiscal quarter Leverage Ratio shall be deemed increased to be 4.00 to 1.0 and (b) upon notice by the amount of Consolidated EBITDA for the fiscal quarter ended June 30, 2019 as set forth on the Compliance Certificate delivered Borrower to the Administrative Agent 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 or in excess of $1,000,000,000, for each Test Period of the four (4) fiscal quarters of the Borrower immediately following the consummation of such acquisition (including such fiscal quarter (and not the Consolidated EBITDA for the fiscal quarter ended June 30of the Borrower in which such acquisition is consummated), 2020) and (ii) the fiscal quarter ended September 30, 2020, maximum permitted Consolidated EBITDA for such fiscal quarter Leverage Ratio shall be deemed 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 amount term of Consolidated EBITDA for the fiscal quarter ended September 30this Agreement, 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 fiscal quarter of the Amendment No. 6 Effective Date through and including September 30Borrower immediately preceding the second Leverage Increase Period, 2021, no Loan Party shallthe Consolidated Leverage Ratio as of the end of such fiscal quarter shall not be greater than 3.50 to 1.0, and no Loan Party (c) each Leverage Increase Period shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 of the Credit Agreement (other than pursuant to clauses (a) (solely only apply with respect to existing payment obligations in respect the calculation of Equity Interests issued by any Subsidiary in connection with the financial covenant pursuant to this Section 7.05. Notwithstanding the foregoing, if the Borrower does not elect a “DownREITmaterial acquisition” acquisition)step up in the financial covenant level set forth in the Existing Revolving Credit Facility, (c), (d), (e), (f), (h), (l), (m) and (p) and those necessary the Financial Covenant Threshold shall automatically be deemed amended to maintain Parent’s status as a REIT for match any taxable year, including, for lower Financial Covenant Threshold in the 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 payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 7.05)) unless otherwise agreed in writing in advance by the Required Class Lenders under the Existing Revolving Credit Facility (notwithstanding anything to the contrary in their sole discretion. The provisions of this Section 7.09 are for the benefit of the Revolving Credit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01).