Extract to table

1042-00001) Unless otherwise defined herein, capitalized terms used in this Pro Forma Compliance Certificate (this "Certificate") shall have the meanings assigned to such terms in the Term Loan Agreement

Certain key defined terms are reproduced for convenience of reference in Exhibit A attached hereto; in the event of any conflict between the definitions set forth in Exhibit A and the definitions set forth in the Term Loan Agreement, the definitions in the Term Loan Agreement shall control

Upon receipt of the payoff amount, the Ridgeline Facility will be terminated, all liens securing the Ridgeline Facility will be released, and the Borrower shall have no further obligations thereunder

Following the consummation of the transactions described above, no Indebtedness of the Borrower (other than the Term Loan and ordinary course trade payables and accrued liabilities excluded from the definition of "Total Funded Debt") shall be outstanding

01(a) of the Term Loan Agreement, the Total Leverage Ratio (defined as the ratio of Total Funded Debt to TTM EBITDA) shall not exceed 3

01(b) of the Term Loan Agreement, the Interest Coverage Ratio (defined as the ratio of TTM EBITDA to TTM Interest Expense) shall not be less than 3