EXHIBIT E TO THE CREDIT AGREEMENT

EXHIBIT E TO THE CREDIT AGREEMENT
FORM OF COMPLIANCE CERTIFICATE
(Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024)
COMPLIANCE CERTIFICATE
Delivered pursuant to Section 6.02(a) of that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto from time to time.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. References to Sections, Schedules, and Exhibits are to Sections of, and Schedules and Exhibits to, the Credit Agreement unless otherwise specified. This Compliance Certificate is being delivered in accordance with the requirements of the Credit Agreement and constitutes a "Compliance Certificate" for all purposes thereunder.
CUSIP: 46283LAA5
Section 1. Certifying Officer Identification
The undersigned, \\\\\\\\\\\\\\\\\\ [Name of CFO — e.g., Rebecca Sung or successor], the Chief Financial Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower and not in any individual capacity, and on behalf of the Borrower, as follows:
Section 2. Reporting Period
This Compliance Certificate is delivered for the fiscal quarter ended \\\\\\\\\\\\\\\\\\, 20\\\_ (the "Test Period"). [Insert last day of applicable fiscal quarter — first testing date is September 30, 2024.]
For purposes of the financial covenant calculations set forth herein and on Schedule II attached hereto, the "Test Period" refers to the trailing four (4) consecutive fiscal quarters of the Borrower ending on the last day of such fiscal quarter (i.e., the last twelve months ("LTM") period ending on the last day of such fiscal quarter), unless otherwise specified. The financial covenant calculations and related data contained in this Compliance Certificate have been computed on the basis of such LTM period in accordance with the definitions and methodology set forth in the Credit Agreement.
Section 3. Financial Statements
The undersigned hereby certifies that:
(a) Attached hereto as Schedule I are the consolidated financial statements of the Borrower and its Subsidiaries required to be delivered pursuant to Section 6.01 of the Credit Agreement for the Test Period, including the consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the Test Period and the related consolidated statements of income, stockholders' equity, and cash flows for the fiscal quarter then ended and for the portion of the fiscal year then ended.
(b) Such financial statements fairly present in all material respects the consolidated financial condition, results of operations, and cash flows of the Borrower and its Subsidiaries as of the end of and for the Test Period, in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis (subject, in the case of interim quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments, none of which are expected to be material in amount or nature).
(c) In the case of the Compliance Certificate delivered in connection with the annual audited financial statements for the fiscal year ended December 31, 20\\\_, such financial statements have been audited by Ashford & Mercer LLP (or another independent registered public accounting firm of nationally recognized standing reasonably acceptable to the Administrative Agent) and are accompanied by an unqualified opinion of such accounting firm (or an opinion containing only qualifications reasonably acceptable to the Administrative Agent), all in accordance with Section 6.01(a) of the Credit Agreement.
Section 4. Financial Covenant Compliance
Set forth on Schedule II attached hereto are reasonably detailed calculations demonstrating compliance (or, as applicable, non-compliance) with the following financial covenants contained in the Credit Agreement as of the last day of the Test Period. Each capitalized term used in the calculations below has the meaning ascribed to it in Section 1.01 of the Credit Agreement, and each calculation has been made in accordance with the definitions, provisions, and methodology set forth therein.
(a) Maximum Net Leverage Ratio
Pursuant to Section 7.11(a) of the Credit Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2024), a Net Leverage Ratio of not greater than 6.00 to 1.00.
The Net Leverage Ratio is calculated as the ratio of Consolidated Total Net Debt as of the last day of the Test Period to Consolidated Adjusted EBITDA for the four (4) consecutive fiscal quarters ending on the last day of the Test Period. Set forth below is a summary of such calculation (with detailed supporting computations provided on Schedule II, Parts A through C):
(b) Minimum Interest Coverage Ratio
Pursuant to Section 7.11(b) of the Credit Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2024), an Interest Coverage Ratio of not less than 2.00 to 1.00.
The Interest Coverage Ratio is calculated as the ratio of Consolidated Adjusted EBITDA for the four (4) consecutive fiscal quarters ending on the last day of the Test Period to Consolidated Cash Interest Expense for the same period. Set forth below is a summary of such calculation (with detailed supporting computations provided on Schedule II, Parts A, D, and E):
(c) Maximum Capital Expenditures
Pursuant to Section 7.11(c) of the Credit Agreement, Capital Expenditures for the fiscal year ending \\\\\\\\\\\\\\\\ shall not exceed $\\\\\\\\\\. [For fiscal year ending December 31, 2024: $325,000,000; for fiscal year ending December 31, 2025 and each fiscal year thereafter: $250,000,000, plus unused carry-forward amounts (not to exceed 25% of the prior fiscal year's permitted amount).]
Set forth below is a summary of the Capital Expenditure compliance calculation (with additional detail provided on Schedule II, Part F):
Section 5. Excess Cash Flow Calculation (Annual Only)
[To be completed only for the Compliance Certificate delivered in connection with the fiscal year-end financial statements pursuant to Section 6.01(a) of the Credit Agreement. If this Compliance Certificate is being delivered in connection with interim quarterly financial statements, this Section 5 may be marked "Not Applicable."]
Pursuant to Section 2.05(b) of the Credit Agreement, the Borrower is required to make mandatory prepayments of the Term Loans from Excess Cash Flow for each fiscal year (commencing with the fiscal year ending December 31, 2024), to the extent and in the amounts calculated below. The mandatory prepayment, if any, is due within ten (10) Business Days after the date on which the annual audited financial statements are required to be delivered pursuant to Section 6.01(a) of the Credit Agreement.
Set forth below is the calculation of the Excess Cash Flow prepayment amount for the fiscal year ended \\\\\\\\\\\\\\\\, 20\\\_:
Applicable ECF Percentage:
•  75% if the Net Leverage Ratio as of the last day of the applicable fiscal year is greater than 4.50 to 1.00;
•  50% if the Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 4.50 to 1.00 but greater than 3.50 to 1.00; or
•  25% if the Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 3.50 to 1.00.
For avoidance of doubt, no Excess Cash Flow prepayment shall be required if the Net ECF Prepayment Amount calculated above is equal to or less than zero.
Section 6. Representations and Warranties
The undersigned hereby certifies that, to the knowledge of the undersigned, after due inquiry:
(a) Each of the representations and warranties made by the Borrower, the Co-Borrower, and the Parent Guarantor in the Credit Agreement and in each other Loan Document to which any of them is a party is true and correct in all material respects on and as of the date hereof (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
(b) Exceptions (if any): \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ [Describe any exceptions, or state "None."]
Section 7. Default / Event of Default Certification
The undersigned hereby certifies that, except as set forth below, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing as of the date hereof, or during the period from and including the date of the last Compliance Certificate delivered to the Administrative Agent (or, if no prior Compliance Certificate has been delivered, from and including the Closing Date) through and including the date hereof:
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[Describe each Default or Event of Default, the nature thereof, the Credit Agreement section or provision breached, the date of occurrence or discovery, whether it has been cured (and, if so, the date of cure), and the action the Borrower has taken, is taking, or proposes to take with respect thereto, or state "No Default or Event of Default has occurred and is continuing." Additional detail, if applicable, is set forth on Schedule III attached hereto.]
Section 8. Change of Control Confirmation
The undersigned hereby certifies that no Change of Control (as defined in Section 1.01 of the Credit Agreement) has occurred since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate). Without limitation of the foregoing, the undersigned confirms that Thornfield Capital Partners, LP (or its Affiliates) continues to hold, directly or indirectly, more than 50% of the issued and outstanding voting Equity Interests of Ironhaven Holdings Inc. (the Parent Guarantor), and no other person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) has acquired beneficial ownership of a greater percentage of such voting Equity Interests than that held by Thornfield Capital Partners, LP and its Affiliates.
[If any change has occurred with respect to the ownership of the voting Equity Interests of the Parent Guarantor or any other event constituting or potentially constituting a Change of Control, describe such change in detail below:]
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Section 9. OFAC and Sanctions Compliance
The undersigned hereby certifies that:
(a) No Loan Party, nor any of its Subsidiaries, nor, to the knowledge of the undersigned after due inquiry, any director, officer, employee, agent, or Affiliate of any Loan Party or any of its Subsidiaries, is currently the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union (including under Council Regulation (EC) No. 881/2002, Council Regulation (EC) No. 2580/2001, and any successor regulations), His Majesty's Treasury acting through the Office of Financial Sanctions Implementation ("OFSI"), or the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), or is a Designated Person or otherwise included on any Sanctions-related list of designated or blocked persons maintained by any of the foregoing authorities.
(b) No Loan Party has, during the Test Period covered by this Compliance Certificate, knowingly engaged in any transaction or dealing with or for the benefit of any Sanctioned Person or Sanctioned Country, or in any other transaction or activity that is prohibited by applicable Sanctions laws, regulations, or executive orders, including, without limitation, Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) and the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.).
(c) No proceeds of any Loan have been used, directly or indirectly, in violation of any applicable Sanctions laws or Anti-Corruption Laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010).
Section 10. Material Adverse Change
The undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry, no event, circumstance, development, condition, change, or effect has occurred since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate) that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the Credit Agreement).
Exceptions (if any): \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ [Describe any developments, events, or conditions that may constitute or give rise to a Material Adverse Effect, or state "None."]
Section 11. Insurance Confirmation
The undersigned hereby certifies that all insurance policies required to be maintained by the Loan Parties and their Subsidiaries pursuant to Section 6.07 of the Credit Agreement (and any related provisions of the Security Agreement and the Collateral Documents) are in full force and effect as of the date hereof. All premiums due and payable with respect to such insurance policies have been paid when due. The Collateral Agent (Pinnacle Trust Company, N.A.) has been named as loss payee and/or additional insured, as applicable, on all such policies, as required by Section 6.07 of the Credit Agreement and the applicable Collateral Documents.
Exceptions (if any): \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ [Describe any lapses, cancellations, material modifications, pending renewals, or other exceptions to the foregoing certification, or state "All insurance is in compliance."]
Section 12. Currency Matters (EUR Sub-Tranche)
To the extent that the Co-Borrower (Ironhaven Frankfurt GmbH) has outstanding Borrowings denominated in Euros under the EUR Sub-Tranche of the Term Loan B, the following information is provided for purposes of computing Consolidated Total Debt and the Net Leverage Ratio:
(a) EUR/USD exchange rate used for purposes of calculating Consolidated Total Debt and the Net Leverage Ratio with respect to EUR-denominated obligations of the Co-Borrower: \\\\\\\\\\ [Insert rate].
(b) The foregoing exchange rate is consistent with the methodology specified in the Credit Agreement, being the spot rate as published by Westmark Services Inc. (or, if unavailable, such other commercially available source as is reasonably acceptable to the Administrative Agent) as of the last Business Day of the Test Period, or such other rate as is specified in the definition of "Dollar Equivalent" set forth in Section 1.01 of the Credit Agreement. [Confirm consistency with the methodology specified in the Credit Agreement or describe any deviation therefrom.]
(c) If the methodology employed differs from that specified in the Credit Agreement, describe the deviation and the reason therefor: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date set forth below.
IRONHAVEN DATA CENTERS LLC
By: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Name: [Insert Name]
Title: Chief Financial Officer
Date: \\\\\\\\\\\\\\\\\\\\, 20\\\_
SCHEDULE I
Financial Statements
[Attach hereto the unaudited (or, in the case of fiscal year-end, audited) consolidated balance sheet and related consolidated statements of income (or operations), stockholders' equity (or members' equity, as applicable), and cash flows of the Borrower and its Subsidiaries for the Test Period, prepared in accordance with GAAP (subject, in the case of interim quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments).]
[Such financial statements shall include:
(i) the consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the Test Period;
(ii) the related consolidated statement of income (or operations) for the fiscal quarter then ended and for the portion of the fiscal year then ended;
(iii) the related consolidated statement of stockholders' equity (or members' equity) for the fiscal quarter then ended and for the portion of the fiscal year then ended; and
(iv) the related consolidated statement of cash flows for the fiscal quarter then ended and for the portion of the fiscal year then ended.
In the case of fiscal year-end financial statements, such statements shall be audited by Ashford & Mercer LLP or another independent registered public accounting firm of nationally recognized standing reasonably acceptable to the Administrative Agent, and shall be accompanied by an opinion of such firm that is not subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit (other than any such qualification or exception resulting solely from the impending maturity of the Term Loans within twelve (12) months following the date of such opinion, to the extent such qualification or exception is otherwise reasonably acceptable to the Administrative Agent).]
SCHEDULE II
Financial Covenant Calculations — Detailed Worksheet
Part A — Consolidated Adjusted EBITDA Calculation
The following sets forth the computation of Consolidated Adjusted EBITDA for the four (4) consecutive fiscal quarters ending on the last day of the Test Period, computed in accordance with the definition thereof in Section 1.01 of the Credit Agreement:
[Definitions of each line item and the applicable add-back limitations are as set forth in Section 1.01 of the Credit Agreement. Any pro forma adjustments included in Line 8 above shall be accompanied by a reasonably detailed description of the actions giving rise to such projected cost savings or synergies and the factual basis therefor, and shall be certified by the Chief Financial Officer of the Borrower as having been prepared in good faith based on reasonable assumptions.]
Part B — Consolidated Total Net Debt Calculation
The following sets forth the computation of Consolidated Total Net Debt as of the last day of the Test Period, computed in accordance with the definition thereof in Section 1.01 of the Credit Agreement:
Part C — Net Leverage Ratio
Part D — Consolidated Cash Interest Expense Calculation
The following sets forth the computation of Consolidated Cash Interest Expense for the four (4) consecutive fiscal quarters ending on the last day of the Test Period, computed in accordance with the definition thereof in Section 1.01 of the Credit Agreement:
Part E — Interest Coverage Ratio
Part F — Capital Expenditures
[Line 6 is to be completed only in connection with the Compliance Certificate delivered for the fourth fiscal quarter of each fiscal year (i.e., the fiscal year-end Compliance Certificate). The carry-forward amount available shall not exceed 25% of the Base Annual Cap for the fiscal year in which the unused amount arose, and any carry-forward amount not utilized in the immediately succeeding fiscal year shall expire and no longer be available.]
SCHEDULE III
List of Defaults or Events of Default
[If no Default or Event of Default has occurred and is continuing, state "None."]
[If any Default or Event of Default exists or has occurred during the period covered by this Compliance Certificate, provide the following information for each such Default or Event of Default:]
(a) Nature of Default or Event of Default: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
(b) Credit Agreement section or provision breached: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
(c) Date of occurrence or discovery: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
(d) Whether it has been cured, and if so, the date of cure: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
(e) Remedial action taken or proposed to be taken by the Borrower: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
[Attach additional pages as necessary.]
SCHEDULE IV
Material Changes to Schedules to the Credit Agreement
[Identify any updates or supplements to any Schedules to the Credit Agreement that are required to be delivered pursuant to Section 6.02(c) thereof (or any other applicable provision), including but not limited to changes in any of the following:]
(a) Schedule of Subsidiaries (including formation, acquisition, or dissolution of any Subsidiary, or any change in the jurisdiction of organization, legal name, or ownership of any Subsidiary);
(b) Schedule of Indebtedness (including any new Indebtedness incurred or existing Indebtedness repaid, refinanced, or modified);
(c) Schedule of Liens (including any new Liens granted or existing Liens released or modified);
(d) Schedule of Material Contracts (including any new Material Contracts entered into, or any material amendments, modifications, terminations, or expirations of existing Material Contracts);
(e) Schedule of Litigation (including any new litigation, arbitration, or governmental proceedings commenced or threatened against any Loan Party or any of its Subsidiaries, or any material developments in existing proceedings);
(f) Schedule of Insurance (including any material changes to insurance coverage, carriers, or policy terms);
(g) Schedule of intellectual Property (including any material new registrations, acquisitions, dispositions, or lapses of intellectual Property); and
(h) Any other Schedule to the Credit Agreement as to which there has been a material change since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate).
[If no material changes have occurred, state: "No material changes to any Schedule to the Credit Agreement since the Closing Date (or, if later, since the date of the most recently delivered Compliance Certificate)."]
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DELIVERY INSTRUCTIONS
This Compliance Certificate and the attached Schedules shall be delivered to the Administrative Agent at the following address (or such other address as may be specified by the Administrative Agent from time to time in writing to the Borrower):
Crescent Harbor Bank, N.A.
Attn: Thomas Beckett, Vice President, Loan Operations & Agency Services
1200 Harbor Point Drive Charlotte, North Carolina 28202
Email: thomas.beckett@crescentharbor.com
Delivery is required within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year and within ninety (90) days after the end of each fiscal year, commencing with the fiscal quarter ending September 30, 2024, pursuant to Section 6.02(a) of the Credit Agreement.
A copy shall simultaneously be delivered to the Collateral Agent at:
Pinnacle Trust Company, N.A.
Attn: William Hargrove, SVP, Corporate Trust
101 Constitution Avenue NW Washington, D.C. 20001
Email: william.hargrove@pinnacletrust.com
Delivery of this Compliance Certificate by electronic mail (in PDF format) to the email addresses set forth above shall constitute sufficient delivery for all purposes under the Credit Agreement, provided that the Borrower shall deliver original executed copies to the Administrative Agent and the Collateral Agent promptly upon request.
Line | Description | Amount
1 | Consolidated Total Debt as of the last day of the Test Period | $\\\\\\\\\\
2 | Less: Unrestricted Cash and Cash Equivalents as of the last day of the Test Period | $\\\\\\\\\\
3 | Consolidated Total Net Debt (Line 1 minus Line 2) | $\\\\\\\\\\
4 | Consolidated Adjusted EBITDA for the four consecutive fiscal quarters ending on the last day of the Test Period | $\\\\\\\\\\
5 | Net Leverage Ratio (Line 3 ÷ Line 4) | \\\\\\\\\\ to 1.00
6 | Maximum Permitted | 6.00 to 1.00
7 | In Compliance | [Yes/No]
Line | Description | Amount
1 | Consolidated Adjusted EBITDA for the four consecutive fiscal quarters ending on the last day of the Test Period | $\\\\\\\\\\
2 | Consolidated Cash Interest Expense for the four consecutive fiscal quarters ending on the last day of the Test Period | $\\\\\\\\\\
3 | Interest Coverage Ratio (Line 1 ÷ Line 2) | \\\\\\\\\\ to 1.00
4 | Minimum Required | 2.00 to 1.00
5 | In Compliance | [Yes/No]
Line | Description | Amount
1 | Permitted Capital Expenditures for current fiscal year (Base Annual Cap) | $\\\\\\\\\\
2 | Plus: Carry-Forward Amount from prior fiscal year (if any; not to exceed 25% of prior year's limit) | $\\\\\\\\\\
3 | Total Permitted Capital Expenditures (Line 1 plus Line 2) | $\\\\\\\\\\
4 | Actual Capital Expenditures incurred during the current fiscal year through the last day of the Test Period | $\\\\\\\\\\
5 | Remaining Capacity (Line 3 minus Line 4) | $\\\\\\\\\\
6 | In Compliance | [Yes/No]
Line | Description | Amount
1 | Consolidated Net Income for the fiscal year | $\\\\\\\\\\
2 | Plus: Depreciation and amortization | $\\\\\\\\\\
3 | Plus/Minus: Other non-cash charges and adjustments (including non-cash stock-based compensation, impairment charges, and similar items, net of non-cash income items) | $\\\\\\\\\\
4 | Minus: Capital Expenditures (to the extent paid in cash during such fiscal year and not financed with Indebtedness (other than Revolving Loans)) | ($\\\\\\\\\\)
5 | Minus: Scheduled amortization payments of Term Loans and other Indebtedness actually made during the fiscal year | ($\\\\\\\\\\)
6 | Plus/Minus: Changes in working capital (decrease in current assets (excluding cash and cash equivalents) plus increase in current liabilities (excluding current maturities of long-term Indebtedness), or vice versa) | $\\\\\\\\\\
7 | Minus: Cash taxes paid (net of refunds received) | ($\\\\\\\\\\)
8 | Minus: Cash interest expense paid (net of cash interest income received) | ($\\\\\\\\\\)
9 | Excess Cash Flow (sum of Lines 1 through 8) | $\\\\\\\\\\
10 | Applicable ECF Percentage (see below) | \\\\\\%
11 | ECF Prepayment Amount (Line 9 × Line 10) | $\\\\\\\\\\
12 | Less: Voluntary prepayments of Term Loans made during the fiscal year (to the extent such prepayments are permitted to be credited against the ECF mandatory prepayment obligation pursuant to Section 2.05(b) of the Credit Agreement) | ($\\\\\\\\\\)
13 | Net ECF Prepayment Amount Due (Line 11 minus Line 12, but not less than $0) | $\\\\\\\\\\
Line | Description | Amount
1 | Consolidated Net Income | $\\\\\\\\\\
2 | Plus: Consolidated Interest Expense | $\\\\\\\\\\
3 | Plus: Income tax expense (including federal, state, local, and foreign income taxes) | $\\\\\\\\\\
4 | Plus: Depreciation and amortization expense | $\\\\\\\\\\
5 | Plus: Non-cash stock-based compensation expense | $\\\\\\\\\\
6 | Plus: Extraordinary, unusual, or non-recurring losses, charges, and expenses (including restructuring charges, severance costs, and facility closure costs) | $\\\\\\\\\\
7 | Plus: Transaction costs, fees, and expenses incurred in connection with the Transactions, Permitted Acquisitions, and other transactions permitted under the Credit Agreement | $\\\\\\\\\\
8 | Plus: Pro forma cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to be realized within eighteen (18) months of the action giving rise thereto (subject to the cap specified in the definition of "Consolidated Adjusted EBITDA" in Section 1.01 of the Credit Agreement, not to exceed 25% of Consolidated Adjusted EBITDA calculated prior to giving effect to such add-back) | $\\\\\\\\\\
9 | Minus: Extraordinary, unusual, or non-recurring gains | ($\\\\\\\\\\)
10 | Minus: Non-cash income (to the extent not already excluded from Consolidated Net Income) | ($\\\\\\\\\\)
11 | Consolidated Adjusted EBITDA (sum of Lines 1 through 10) | $\_\_\_\_\_\_\_\_\_\_
Line | Description | Amount
1 | Term Loan B outstanding principal (USD Tranche) | $\\\\\\\\\\
2 | Term Loan B outstanding principal (EUR Sub-Tranche, converted to USD at the applicable exchange rate set forth in Section 12 above) | $\\\\\\\\\\
3 | Revolving Credit Facility outstanding draws (if any) | $\\\\\\\\\\
4 | Capital lease obligations (determined in accordance with GAAP as in effect on the Closing Date) | $\\\\\\\\\\
5 | Other Indebtedness (including purchase money Indebtedness, Incremental Equivalent Debt, and other Indebtedness constituting "Consolidated Total Debt" as defined in the Credit Agreement) | $\\\\\\\\\\
6 | Total Consolidated Debt (sum of Lines 1 through 5) | $\_\_\_\_\_\_\_\_\_\_
7 | Less: Unrestricted Cash and Cash Equivalents (subject to any cap specified in the definition of "Consolidated Total Net Debt") | ($\\\\\\\\\\)
8 | Consolidated Total Net Debt (Line 6 minus Line 7) | $\_\_\_\_\_\_\_\_\_\_
Line | Description | Amount
1 | Consolidated Total Net Debt (from Part B, Line 8) | $\\\\\\\\\\
2 | Consolidated Adjusted EBITDA (from Part A, Line 11) | $\\\\\\\\\\
3 | Net Leverage Ratio (Line 1 ÷ Line 2) | \\\\\\\\\\ to 1.00
Maximum Permitted | 6.00 to 1.00
In Compliance | [Yes/No]
Line | Description | Amount
1 | Cash interest paid on Term Loan B (USD Tranche — SOFR + 425 basis points) | $\\\\\\\\\\
2 | Cash interest paid on Term Loan B (EUR Sub-Tranche — EURIBOR + 425 basis points, converted to USD at the applicable exchange rate) | $\\\\\\\\\\
3 | Cash interest paid on Revolving Credit Facility | $\\\\\\\\\\
4 | Commitment fees and letter of credit fees (to the extent constituting "Consolidated Cash Interest Expense" under the Credit Agreement) | $\\\\\\\\\\
5 | Cash interest paid on other Indebtedness (including purchase money obligations, capital lease obligations, and Incremental Equivalent Debt) | $\\\\\\\\\\
6 | Less: Cash interest income received | ($\\\\\\\\\\)
7 | Consolidated Cash Interest Expense (sum of Lines 1 through 5, minus Line 6) | $\_\_\_\_\_\_\_\_\_\_
Line | Description | Amount
1 | Consolidated Adjusted EBITDA (from Part A, Line 11) | $\\\\\\\\\\
2 | Consolidated Cash Interest Expense (from Part D, Line 7) | $\\\\\\\\\\
3 | Interest Coverage Ratio (Line 1 ÷ Line 2) | \\\\\\\\\\ to 1.00
Minimum Required | 2.00 to 1.00
In Compliance | [Yes/No]
Line | Description | Amount
1 | Base Annual Cap for current fiscal year | $\\\\\\\\\\
[$325,000,000 for fiscal year ending December 31, 2024; $250,000,000 for fiscal year ending December 31, 2025 and each fiscal year thereafter]
2 | Plus: Carry-Forward from prior fiscal year (unused amount of the prior fiscal year's Total Permitted Capital Expenditures, not to exceed 25% of the prior fiscal year's Base Annual Cap) | $\\\\\\\\\\
3 | Total Permitted Capital Expenditures (Line 1 plus Line 2) | $\_\_\_\_\_\_\_\_\_\_
4 | Actual Capital Expenditures incurred during the current fiscal year through the last day of the Test Period | $\\\\\\\\\\
5 | In Compliance (Line 4 ≤ Line 3) | [Yes/No]
6 | Unused amount available for carry-forward to next fiscal year (if this is a fiscal year-end Compliance Certificate): (Line 3 minus Line 4), subject to the 25% carry-forward cap | $\\\\\\\\\\