Common use of Maximum Leverage Ratio Clause in Contracts

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); or

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the “Increased Net Leverage Ratio Period”) and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than eight consecutive fiscal quarters in which the case maximum permitted Net Leverage Ratio is 4.25 to 1.00, and (ii) there shall be at least four fiscal quarters in which the Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orthereafter.”

Maximum Leverage Ratio. Permit The ratio of (i) Consolidated Funded Debt to (ii) Gross Asset Value (the “Leverage Ratio”), to exceed 0.60 to 1.0 at any time; provided, however, (A) upon the election of the Borrower, if a member of the Consolidated Group consummates an acquisition or merger permitted by Section 9.4. the Leverage Ratio may be increased to, and the Borrower shall not permit the Leverage Ratio to exceed, 0.65 to 1.0 at any time during the end of any consecutive four-fiscal quarter to be greater than: 3.5 to 1.0; provided period that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 begins as of the end first day of any the fiscal quarter of in which such acquisition or merger was consummated (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Leverage Ratio Increase Period”) and (iiB)(I) 4.5 Consolidated Funded Debt shall be adjusted by deducting therefrom an amount equal to 1.0 as the lesser of (x) the amount by which the unrestricted cash and cash equivalents of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 Consolidated Group at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the such fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, exceeds $35,000,000 and (y) Consolidated Funded Debt that by its terms is scheduled to mature on or before the Company date that is 24 months from the date of calculation, and (II) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Funded Debt is adjusted under the preceding clause (B)(I) of this proviso; provided further, however, that the Borrower may not elect any Adjusted Covenant Period for at least to increase the Leverage Ratio as provided in clause (A) of this proviso (x) more than two times during the term of this Agreement and (y) unless one full fiscal quarters following quarter has elapsed between the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum first Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as Increase Period and the beginning of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orsecond Leverage Ratio Increase Period.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the "Increased Net Leverage Ratio Period") and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than one Increased Net Leverage Ratio Period, and (ii) there shall be at least four fiscal quarters in which the case Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orthereafter."

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the The Company maywill not, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end last day of any each fiscal quarter of the Company during which (commencing with the fiscal quarter ending December 31, 2021), permit the Leverage Ratio to be greater than the applicable level set forth below adjacent to such fiscal quarter (the level at each applicable test date, the “Maximum Leverage Ratio”): Fiscal Quarter Ending: Maximum Leverage Ratio December 31, 2021 4.50 to 1.00 March 31, 2022 4.00 to 1.00 June 30, 2022 and thereafter 3.50 to 1.00 ; provided that if a Qualified Qualifying Acquisition has been is consummated and at any time after March 31, 2022, the three (3) consecutive Company may elect to increase the Maximum Leverage Ratio for each of the six fiscal quarters ending immediately following such thereafter (commencing with the fiscal quarter during which such Qualifying Acquisition is consummated) to the levels set forth in the table below (each such period of four (4) consecutive six fiscal quartersquarters during which the Maximum Leverage Ratio is so increased, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Leverage Increase Period”); provided, further, further that (i) the Company shall provide notice in writing to the case Administrative Agent of this clause its election to implement such Leverage Increase Period and a description of such Qualifying Acquisition (a)(ii)regarding the name of the Person or assets being acquired, the applicable maximum purchase price and the pro forma Leverage Ratio shall be reduced by 0.25:1.00 at immediately after giving effect thereto) and (ii) after the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this AgreementLeverage Increase Period, the Company may elect no more than two Qualified to implement a new Leverage Increase Period in connection with a subsequent Qualifying Acquisition Adjusted Covenant Periods and no more than so long as one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following quarter has elapsed since the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end most recent Leverage Increase Period: Fiscal Quarters Ending After Date of an Adjusted Covenant Period, the maximum Consummation of Qualifying Acquisition: Maximum Leverage Ratio permitted under this Section 6.08(a) shall revert First and second fiscal quarters ending thereafter 4.25 to 3.5 1.00 Third and fourth fiscal quarters ending thereafter 4.00 to 1.0 as of the end of each subsequent 1.00 Fifth and sixth fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant quarters ending thereafter 3.75 to the terms and conditions described above); or1.00

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after December 31, 2017, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to be greater than: 3.5 to 1.0; provided that (ii) Consolidated EBITDA for the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 4.00 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end initial Leverage Holiday Period. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described aboveaggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. As used in this Section 10.9(a); or,

Maximum Leverage Ratio. Permit On the Leverage Ratio at Funding Date, the end ratio of any fiscal quarter to be greater than: 3.5 to 1.0; provided that (i) Consolidated Total Debt as of the Company may, by written notice Funding Date after giving effect to the Administrative Agent for distribution to transactions contemplated by the Lenders, elect to increase applicable Restructuring Documentation (including repayment of the maximum Leverage Ratio permitted under this Indebtedness described in Section 6.08(a3.2(b)) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 Consolidated Adjusted EBITDA for the latest twelve-month period ending not less than 45 days prior to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quartersFunding Date, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that calculated on a pro forma basis in the case of this clause (a)(iiaccordance with Section 6.7(d), the applicable maximum Leverage Ratio shall not be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummatedgreater than 4.50:1.00. Notwithstanding the foregoing, solely for purposes of determining whether the Borrower has satisfied the foregoing condition, any Permitted Additional Equity contribution made to the Borrower within 5 Business Days prior to the Funding Date will, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA; provided that (xA) during any five consecutive year term the amount of this Agreement, such Permitted Additional Equity contribution and the Company may elect use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels and all other items governed by reference to Consolidated Adjusted EBITDA); (B) the amount of such Permitted Additional Equity contribution shall be no more greater than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, the amount required to cause Borrower to be in compliance with the foregoing condition; and (yC)(1) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as aggregate Commitments of the end Lenders shall be reduced by an amount equal to such Permitted Additional Equity contribution and (2) each Lender’s Commitment shall be reduced by its Pro Rata Share (calculated immediately prior to giving effect to such Permitted Additional Equity contribution) of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orsuch Permitted Additional Equity contribution.

Maximum Leverage Ratio. Permit The Borrower shall not permit the ratio of (i) the sum of all Indebtedness of the Borrower and its Subsidiaries minus, solely for the purposes of the calculation of the Covenant Leverage Ratio pursuant to this Section 7.4(A), Receivables Facility Attributed Indebtedness to (ii) EBITDA (such ratio, the “Covenant Leverage Ratio”) at any time to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal quarter, the Covenant Leverage Ratio is greater than 3.50 to 1.00 and the Borrower has entered into a transaction or transactions, including, but not limited to, Permitted Acquisitions or repurchases of the Borrower's Capital Stock within the two most recently ended fiscal quarters (including such fiscal quarter) (a fiscal quarter to in which all such conditions are satisfied, a “Trigger Quarter”), then the Covenant Leverage Ratio may be greater than: 3.5 than 3.50 to 1.01.00 but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters; provided that that, following the Company mayoccurrence of a Trigger Quarter, by written notice no subsequent Trigger Quarter shall be deemed to have occurred or to exist for any reason unless and until the Administrative Agent for distribution to the Lenders, elect to increase the maximum Covenant Leverage Ratio permitted under this Section 6.08(a) has returned to (i) 4.0 less than or equal to 1.0 3.50 to 1.00 as of the end of any at least one fiscal quarter following the occurrence of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)initial Trigger Quarter; provided, further, that in the case of this clause (a)(ii)further that, the applicable maximum Covenant Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter after such initial Trigger Quarter. The Covenant Leverage Ratio shall be reduced by 0.25:1.00 at the end calculated as of the secondlast day of each fiscal quarter based upon (a) for Indebtedness and Receivables Facility Attributed Indebtedness, fourthIndebtedness and Receivables Facility Attributed Indebtedness, sixth as the case may be, as of the last day of each such fiscal quarter; and eighth full fiscal quarters (b) for EBITDA, the actual amount for the four-quarter period ending after on such day, calculated, with respect to Permitted Acquisitions, on a proforma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the EBITDA component thereof broken down by fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described aboveBorrower’s reasonable judgment); or.

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided provided, that (i) prior to the Specified Acquisition Closing Date, the Company may, by written notice to the Administrative Agent for distribution to the Lenders and not more than two times during any five consecutive year term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to 4.0 to 1.0 as of the end of a Specified Quarter any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such Specified Quarterfiscal quarter (each such period of four (4) consecutive fiscal quarters, xxx “Qualified Acquisition Adjusted Covenant Period”) and (ii) notwithstanding the foregoing clause (i), after the Specified Acquisition Closing Date, the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (iA) 4.0 to 1.0 as of the end of any fiscal quarter of the Company that occurs during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) Period and (iiB) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iia)(ii)(B), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any anany Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the foregoing clause (iclauses (a)(i), (a)(ii)(A) or (a)(iia)(ii)(B) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above)); or

Maximum Leverage Ratio. Permit The ratio of (i) Consolidated Funded Debt to (ii) Gross Asset Value (the “Leverage Ratio”), to exceed 0.60 to 1.0 at any time; provided, however, (A) upon the election of the Borrower, if a member of the Consolidated Group consummates an acquisition or merger permitted by Section 9.4 the Leverage Ratio may be increased to, and the Borrower shall not permit the Leverage Ratio to exceed, 0.65 to 1.0 at any time during the end of any consecutive four-fiscal quarter to be greater than: 3.5 to 1.0; provided period that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 begins as of the end first day of any the fiscal quarter of in which such acquisition or merger was consummated (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Leverage Ratio Increase Period”) and (iiB)(I) 4.5 Consolidated Funded Debt shall be adjusted by deducting therefrom an amount equal to 1.0 as the lesser of (x) the amount by which the unrestricted cash and cash equivalents of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 Consolidated Group at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the such fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, exceeds $35,000,000 and (y) Consolidated Funded Debt that by its terms is scheduled to mature on or before the Company date that is 24 months from the date of calculation, and (II) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Funded Debt is adjusted under the preceding clause (B)(I) of this proviso; provided further, however, that the Borrower may not elect any Adjusted Covenant Period for at least to increase the Leverage Ratio as provided in clause (A) of this proviso (x) more than two times during the term of this Agreement and (y) unless NAI-1532684191v1 ​ one full fiscal quarters following quarter has elapsed between the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum first Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as Increase Period and the beginning of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orsecond Leverage Ratio Increase Period.

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under hereunder to 3.25 to 1.00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs (any such election in respect of the maximum Leverage Ratio pursuant to this Section 6.08(a6.10(a) being referred to as an “Acquisition Holiday”); provided further that, notwithstanding the foregoing, at least two (i2) 4.0 to 1.0 as of consecutive full fiscal quarters must elapse between the end of any fiscal quarter the first Acquisition Holiday and the beginning of the Company during which a Qualified second Acquisition has been consummated and Holiday. Notwithstanding the three foregoing or anything to the contrary set forth herein, (3x) consecutive for the fiscal quarters ending immediately following such March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021, the Borrower shall not be required to comply with the requirements of this Section 6.10(a), and shall not be required to deliver any reporting in respect of this covenant; (y) for the fiscal quarter (each such period of four (4) consecutive fiscal quartersending June 30, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)2021, the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at 3.00 to 1.00 instead of 2.75 to 1.00, the end Acquisition Holiday shall not be available, and the Borrower shall have to deliver reporting in respect of the second, fourth, sixth this covenant; and eighth full fiscal quarters ending after (z) for the fiscal quarter in which ending September 30, 2021, and for each fiscal quarter thereafter, the Additional Qualified Acquisition is consummated. Notwithstanding Borrower shall comply with the foregoing, (x) during any five consecutive year term terms of this AgreementSection 6.10(a) as contemplated above, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orincluding all reporting requirements.

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under hereunder to 3.25 to 1.00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs (any such election in respect of the maximum Leverage Ratio pursuant to this Section 6.08(a6.10(a) being referred to as an “Acquisition Holiday”); provided further that, notwithstanding the foregoing, at least two (i2) 4.0 to 1.0 as of consecutive full fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday. Notwithstanding the foregoing or anything to the contrary set forth herein, (x) for the fiscal quarters [ending]occurring during the period beginning with the quarter ended March 31, 2020[, June 30, 2020, September 30, 2020, December 31, 2020,] and ending with the quarter ending March 31, [2021]2022, the Borrower shall not be required to comply with the requirements of this Section 6.10(a), [and ]shall not be required to deliver any [reporting in respect of this covenant]; (y) for the fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersJune 30, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)[2021, the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at 3.00 to 1.00 instead of 2.75 to 1.00,] the end Acquisition Holiday shall not be available[, and the Borrower shall have to deliver ]reporting in respect of this covenantreporting in respect of this covenant, and the second, fourth, sixth Acquisition Holiday shall not be available; [and eighth full fiscal quarters ending after (z](y) for the fiscal quarter in which ending [September]June 30, [2021]2022, and for each fiscal quarter thereafter, the Additional Qualified Acquisition is consummated. Notwithstanding 118 Borrower shall comply with the foregoing, (x) during any five consecutive year term terms of this AgreementSection 6.10(a) as contemplated above, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, including all reporting requirements; and (yz) Consolidated EBITDA shall be annualized for the Company may not elect any Adjusted Covenant Period following fiscal quarters: (i) for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless ending June 30, 2022, actual Consolidated EBITDA for such quarter multiplied by 4; (ii) for the fiscal quarter ending September 30, 2022, actual Consolidated EBITDA for the two-quarter period then ending multiplied by 2; and until another Adjusted Covenant Period is elected pursuant to (iii) for the terms and conditions described above); orfiscal quarter ending December 31, 2022, actual Consolidated EBITDA for the three-quarter period then ending multiplied by 4/3.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after June 30, 2018, of (i) (x) Consolidated Total Indebtedness minus (y) the Specified Unsecured Debt Securities Proceeds to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.0; provided that 1.00. Notwithstanding the foregoing, the Company mayshall be permitted, by written notice but in no event on more than two (2) occasions during the term of this Agreement, to the Administrative Agent for distribution to the Lenders, elect to increase allow the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) to (i) 4.0 be increased to 1.0 as 4.00 to 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Company shall provide notice in writing to the Administrative Agent (iifor distribution to the Lenders) 4.5 to 1.0 as of such increase and a transaction description of such Qualifying Material Acquisition (including the name of the end of any fiscal quarter person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”approximate purchase price); provided, further, that in the case of this clause (a)(ii), so long as the applicable Company is in compliance on a pro forma basis with the maximum Leverage Ratio shall be reduced by 0.25:1.00 at of 4.00 to 1.00 on the end closing date of the second, fourth, sixth such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided that it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any a new Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) shall revert to 3.5 3.50 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after October 31, 2015, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 2.75 to 1.0; provided that 1.00. Notwithstanding the foregoing, the Company mayshall be permitted, by written notice but in no event on more than two (2) occasions during the term of this Agreement, to the Administrative Agent for distribution to the Lenders, elect to increase allow the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) to (i) 4.0 be increased to 1.0 as 3.25 to 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Company shall provide notice in writing to the Administrative Agent (iifor distribution to the Lenders) 4.5 to 1.0 as of such increase and a transaction description of such Qualifying Material Acquisition (including the name of the end of any fiscal quarter person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”approximate purchase price); provided, further, that in the case of this clause (a)(ii), so long as the applicable Company is in compliance on a pro forma basis with the maximum Leverage Ratio shall be reduced by 0.25:1.00 at of 3.25 to 1.00 on the end closing date of the second, fourth, sixth such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided that it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any a new Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) shall revert to 3.5 2.75 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above); or.

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50 to 1.0, provided that at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.00 (a “half-turn”) in connection with a Qualified Acquisition has been consummated for four consecutive Testing Periods (and no other Testing Periods), starting with the three (3) consecutive fiscal quarters ending immediately following Testing Period in which such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”is consummated; provided further that (i) and [reserved], (ii) 4.5 the Company may make such an election no more than twice during the life of this Agreement and (iii) upon the return to a maximum Leverage Ratio of 3.5 to 1.0 after the Company’s first such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for an additional time; provided further that (i) If the SunGard Closing Date occurs on or prior to January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter of ending after the Company during which an Additional Qualified Acquisition has been consummated SunGard Closing Date until and including the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter ending June 30, 2016, 4.25x (each such period of nine (9) consecutive with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in quarter after the case of this clause (a)(iiSunGard Closing Date), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at (B) as of the end of the secondfiscal quarter ending September 30, fourth2016, sixth and eighth full 4.00x, (C) as of the end of the fiscal quarters ending December 31, 2016 and March 31, 2017, respectively, 3.75x and (D) thereafter, 3.50x; and (ii) if the SunGard Closing Date occurs after January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter ending after the SunGard Closing Date until and including the fiscal quarter ending September 30, 2016, 4.25x (with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarter after the SunGard Closing Date), (B) as of the end of the fiscal quarter ending December 31, 2016, 4.00x, (C) as of the end of the fiscal quarters ending March 31, 2017 and June 30, 2017, respectively, 3.75x and (D) thereafter, 3.50x (provided that, in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoingeach case of clauses (i) and (ii) above in this proviso, (x) during any five the Leverage Ratio shall remain below 3.50x for two consecutive year term of this Agreement, the Company Testing Periods before it may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.10 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not may, at any time prior to the immediately succeeding fiscal quarter end, elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the reduce its maximum Leverage Ratio permitted under to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 6.08(a7.10 in connection with a Qualified Acquisition after its Leverage Ratio remains below 3.50x for two consecutive Testing Periods). Notwithstanding anything set forth herein, until the earlier to occur of either (A) the SunGard Closing Date and (B) thirty-five (35) days after the earlier to occur of (i) the SunGard Termination Date and (ii) the termination or expiration of the SunGard Acquisition Agreement, any Indebtedness incurred by any Restricted Company to finance the SunGard Transactions shall be disregarded for the purpose of calculating the Leverage Ratio so long as the cash proceeds of such Indebtedness are held by, or on behalf of, the Company (which shall be deemed to include all funds held by a collateral agent or trustee as contemplated by Section 7.01(n) hereof). If at any time the covenant regarding the “Leverage Ratio” (as defined in the Existing Credit Agreement) in the Existing Credit Agreement (or any component of defined terms used therein) is amended (or, at the election of the Company pursuant to Section 7.10(a) or any other provision of the Existing Credit Agreement, the covenant level is permanently reduced) so that such covenant becomes more restrictive than the covenant set forth in this Section 7.10(a), this Section 7.10(a) shall revert be deemed to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless be automatically amended and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described abovereplaced with such more restrictive covenant (or such reduced covenant level); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after the Amendment No. 1 Closing DateDecember 3, 2016, of (i) Consolidated Total Indebtedness that is secured by a Lien on such date to (ii) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: than (i) for each quarter ending after the Amendment No. 1 Closing Date and before June 2, 2018, 6.50 to 1.00, (ii) for the Borrower’s fiscal quarter ending June 2, 2018, 6.25 to 1.00 and (iii) for the Borrower’s fiscal quarter ending September 1, 2018 and each fiscal quarter thereafter, 5.90 to 1.00. 3.5 to 1.0; provided that (x) the Company may, by written notice to the Administrative Agent for distribution to the LendersLenders and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 3.75 to 1.0 as of the end of any fiscal quarter of the Company during which for a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $75,000,000 (each such period, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) or for a new period of four (a)(ii4) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent consecutive fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orquarters.

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) hereunder to (i) 4.0 3.25 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following commencing with the fiscal 95 quarter in which such fiscal quarter Permitted Acquisition occurs (each any such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as election in respect of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9maximum Leverage Ratio pursuant to this Section 6.10(a) consecutive fiscal quarters, being referred to as an “Additional Qualified Acquisition Adjusted Covenant PeriodHoliday”); providedprovided further that, furthernotwithstanding the foregoing, that in the case of this clause at least two (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at 2) consecutive full fiscal quarters must elapse between the end of the second, fourth, sixth first Acquisition Holiday and eighth full fiscal quarters ending after the fiscal quarter in which beginning of the Additional Qualified second Acquisition is consummatedHoliday. Notwithstanding the foregoingforegoing or anything to the contrary set forth herein, (x) for the fiscal quarters occurring during any five consecutive year term the period beginningcommencing with the quarter ended March 31, 2020 and ending with the quarter ending March 31, 2022thereafter, the Borrower shall not be required to comply with the requirements of this AgreementSection 6.10(a), the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Periodshall not be required to deliver any reporting in respect of this covenant, and the Acquisition Holiday shall not be available; (y) for the Company may not elect any Adjusted Covenant Period fiscal quarter ending June 30, 2022, and for at least two each fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Periodquarter thereafter, the maximum Leverage Ratio permitted under Borrower shall comply with the terms of this Section 6.08(a6.10(a) as contemplated above, including all reporting requirements; and (z) Consolidated EBITDA shall revert to 3.5 to 1.0 as of be annualized for the end of each subsequent following fiscal quarters: (i) for the fiscal quarter unless ending June 30, 2022, actual Consolidated EBITDA for such quarter multiplied by 4; (ii) for the fiscal quarter ending September 30, 2022, actual Consolidated EBITDA for the two-quarter period then ending multiplied by 2; and until another Adjusted Covenant Period is elected pursuant to (iii) for the terms and conditions described above); orfiscal quarter ending December 31, 2022, actual Consolidated EBITDA for the three-quarter period then ending multiplied by 4/3.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after SeptemberJune 30, 20192021, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that (x) the Company may, by written notice to the Administrative Agent for distribution to the LendersLenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the applicable fiscal quarter) and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 4.00 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of 130 $75,000,000 occurring during the first of such three fiscal quarter quarters (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) for a new period of three (3) consecutive fiscal quarters. For purposes of calculations under this Section 6.10(a), Consolidated Indebtedness shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on, and with effect as of, the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: A new sentence will be added to the end of Section 6.10(a) as follows: “For purposes of calculations under this Section 6.10(a), prior to the consummation of the Bengal Acquisition (or during the period from the Effective Date until the date that is 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness shall not include Specified Senior Notes Indebtedness; provided that (a) the release of the proceeds of the Specified Senior Note Indebtedness to the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such release, such proceeds are held in escrow (and, if the Bengal Acquisition Agreement is terminated prior to the consummation of the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of the Specified Senior Notes Indebtedness) or (a)(iib) the Specified Senior Notes Indenture contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and if the Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of the Bengal Acquisition or the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the Specified Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).” Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: The first sentence of Section 6.10(a) shall be restated in its entirety, effective as of December 31, 2019, as follows: “The Company will not permit the ratio (the “Leverage Ratio”), determined as of the last day of each of its fiscal quarters ending on and after December 31, 2019, of (i) (it being understood x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and agreed its Subsidiaries on a consolidated basis, to be greater than (A) 4.50 to 1.00 for the fiscal quarters ending December 31, 2019 and Mxxxx 00, 0000, (X) 4.25 to 1.00 for the fiscal quarter ending June 30, 2020, (C) 4.00 to 1.00 for the fiscal quarter ending September 30, 2020, (D) 3.75 to 1.00 for the fiscal quarter ending December 31, 2020 and (E) 3.50 to 1.00 for the fiscal quarter ending March 31, 2021 and each fiscal quarter ending thereafter; provided that at the end Company may, on or after January 1, 2021, by written notice to the Administrative Agent for distribution to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the applicable fiscal quarter) and not more than once during the term of an Adjusted Covenant Periodthis Agreement, elect to increase the maximum Leverage Ratio permitted under this to 4.00 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters.” Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.08(a6.10(a) on, and with effect as of, the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: The first sentence of Section 6.10(a) shall revert to 3.5 to 1.0 be restated in its entirety as follows: “The Company will not permit the ratio (the “Leverage Ratio”), determined as of the end last day of each subsequent of its fiscal quarters ending on and after December 31, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter unless to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and until another Adjusted Covenant Period is elected its Subsidiaries on a consolidated basis, to be greater than (A) 4.50 to 1.00 for the fiscal quarters ending December 31, 2019 and Mxxxx 00, 0000, (X) 4.75 to 1.00 for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021, (C) 4.25 to 1.00 for the fiscal quarter ending June 30, 2021, (D) 4.00 to 1.00 for the fiscal quarter ending September 30, 2021, (E) 3.75 to 1.00 for the fiscal quarter ending December 31, 2021 and (F) 3.50 to 1.00 for the fiscal quarter ending March 31, 2022 and each fiscal quarter ending thereafter; provided that the Company may, on or after January 1, 2022, by written notice to the Administrative Agent for distribution to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the terms applicable fiscal quarter) and conditions described above); ornot more than once during the term of this Agreement, elect to increase the maximum Leverage Ratio to 4.00 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters.”

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50 to 1.0, provided that at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.00 (a “half-turn”) in connection with a Qualified Acquisition for four consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Qualified Acquisition is consummated; provided further that (i) if the Company elects to have such increase apply to a Qualified Acquisition, no pro forma adjustment for cost savings relating to such Qualified Acquisition described in the definition of “Pro Forma Basis” shall be permitted[reserved], (ii) the Company may make such an election no more than twice during the life of this Agreement (or, if the Maturity Date of the Revolving Loans has been consummated and extended pursuant to Section 2.18, no more than three times during the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period life of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”this Agreement) and (iiiii) 4.5 upon the return to a maximum Leverage Ratio of 3.5 to 1.0 after the Company’s first such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for an additional time.; provided further that (i) If the SunGard Closing Date occurs on or prior to January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter of ending after the Company during which an Additional Qualified Acquisition has been consummated SunGard Closing Date until and including the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter ending June 30, 2016, 4.25x (each such period of nine (9) consecutive with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in quarter after the case of this clause (a)(iiSunGard Closing Date), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at (B) as of the end of the secondfiscal quarter ending September 30, fourth2016, sixth and eighth full 4.00x, (C) as of the end of the fiscal quarters ending December 31, 2016 and March 31, 2017, respectively, 3.75x and (D) thereafter, 3.50x; and (ii) if the SunGard Closing Date occurs after January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter ending after the SunGard Closing Date until and including the fiscal quarter ending September 30, 2016, 4.25x (with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarter after the SunGard Closing Date), (B) as of the end of the fiscal quarter ending December 31, 2016, 4.00x, (C) as of the end of the fiscal quarters ending March 31, 2017 and June 30, 2017, respectively, 3.75x and (D) thereafter, 3.50x (provided that, in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoingeach case of clauses (i) and (ii) above in this proviso, (x) during any five the Leverage Ratio shall remain below 3.50x for two consecutive year term of this Agreement, the Company Testing Periods before it may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.10 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not may, at any time prior to the immediately succeeding fiscal quarter end, elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the reduce its maximum Leverage Ratio permitted under to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 6.08(a7.10 in connection with a Qualified Acquisition after its Leverage Ratio remains below 3.50x for two consecutive Testing Periods). Notwithstanding anything set forth herein, until the earlier to occur of either (A) shall revert the SunGard Closing Date and (B) thirty-five (35) days after the earlier to 3.5 to 1.0 as occur of (i) the SunGard Termination Date and (ii) the termination or expiration of the end SunGard Acquisition Agreement, any Indebtedness incurred by any Restricted Company to finance the SunGard Transactions shall be disregarded for the purpose of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant calculating the Leverage Ratio so long as the cash proceeds of such Indebtedness are held by, or on behalf of, the Company (which shall be deemed to the terms and conditions described aboveinclude all funds held by a collateral agent or trustee as contemplated by Section 7.01(n) hereof); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after September 30, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to be greater than: 3.5 to 1.0; provided that (ii) Consolidated EBITDA for the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 4.00 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before the initial Leverage Holiday Period. For purposes of calculations under this Section 10.9(a), Consolidated Indebtedness shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a new Adjusted Covenant Period principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. For purposes of calculations under this Section 10.9(a), prior to the consummation of the Bengal Acquisition (or during the period from the Amendment No. 5 Effective Date until the date that is available again pursuant 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness shall not include Specified Senior Notes Indebtedness; provided, that (a) the release of the proceeds of the Specified Senior Note Indebtedness to clauses the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such release, such proceeds are held in escrow (a)(iand, if the Bengal Acquisition Agreement is terminated prior to the consummation of the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of the Specified Senior Notes Indebtedness) or (a)(iib) the Specified Senior Notes Indenture contains a “special mandatory redemption” provision (it being understood or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and agreed that at if the end Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of an Adjusted Covenant Periodthe Bengal Acquisition or the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the maximum Leverage Ratio permitted under Specified Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be). As used in this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above10.9(a); or,

Maximum Leverage Ratio. Permit The Borrower will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after June 30, 2018, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that that, notwithstanding the Company mayforegoing, by written notice the Borrower shall be permitted on up to three (3) occasions during the Administrative Agent for distribution to the Lenders, elect term of this Agreement to increase the maximum Leverage Ratio permitted under this Section 6.08(a6.12(a) to (i) 4.0 4.00 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition and any other Permitted Acquisition consummated in the preceding six (ii6) 4.5 months equals or exceeds $50,000,000 (and in respect of which the Borrower shall provide notice in writing to 1.0 as the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such Permitted Acquisition (regarding the name of the end of any fiscal quarter Person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight approximate purchase price)), so long as the Borrower is in compliance on a pro forma basis with the maximum Leverage Ratio of 4.00 to 1.00 on the closing date of such Permitted Acquisition immediately after giving effect (8) consecutive fiscal quarters ending immediately following including pro forma effect) to such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)Permitted Acquisition; provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company Borrower may not elect any a new Adjusted Covenant Period for at least two (2) consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.12(a) shall revert to 3.5 3.50 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described abovein this Section 6.12(a); or.

Maximum Leverage Ratio. Permit Determined as of the last day of each Test Period, the Borrower shall not permit the Leverage Ratio at for such Test Period to exceed 3.50 to 1.00. Notwithstanding the end of any fiscal quarter foregoing, if, with respect to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition Borrower: (i) the Borrower or any Subsidiary has been consummated and the three (3) consecutive fiscal quarters ending immediately following entered into an acquisition or similar Investment permitted by Section 6.04 in such fiscal quarter and (each ii) the sum of the consideration paid for such period acquisition or similar Investment plus the aggregate consideration paid by the Borrower and its Subsidiaries for all such acquisitions and similar Investments consummated during that same fiscal quarter and the immediately preceding fiscal quarter, is equal to or greater than $50,000,000 (the requirements of four clauses (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”i) and (ii) 4.5 to 1.0 as of ), herein the end of any fiscal quarter of "Acquisition Threshold"), then the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following Borrower may declare such fiscal quarter (each to be a Trigger Quarter, such period of nine (9) consecutive election to be made by the Borrower on or before the Election Date for such fiscal quarters, quarter. If the Borrower has notified the Administrative Agent in writing that an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that Threshold has been achieved and has elected a Trigger Quarter in the case of compliance with this clause (a)(iiSection 6.14(a), then the applicable maximum Leverage Ratio shall be reduced increased by 0.25:1.00 at 50 basis points during the end related Elevated Leverage Period; provided that as of the second, fourth, sixth and eighth full fiscal quarters ending after last day of the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Test Period for at least two fiscal quarters immediately following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant such Elevated Leverage Period, the maximum Borrower shall not permit the Leverage Ratio permitted under to exceed 3.50 to 1.00. In addition to the foregoing restrictions in this Section 6.08(a) shall revert 6.14(a), once a Trigger Quarter is elected, no subsequent Trigger Quarter may be elected by the Borrower unless and until the actual Leverage Ratio is less than or equal to 3.5 3.50 to 1.0 1.00 as of the end last day of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); ortwo consecutive Test Periods after such election.

Maximum Leverage Ratio. Permit The Borrowers shall not permit the Leverage Ratio at ratio (the end "LEVERAGE RATIO") of any fiscal quarter (i) Consolidated Indebtedness to (ii) EBITDA, to be greater than: 3.5 to 1.0; provided that than the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 ratio set forth below at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter ending on the corresponding date set forth below: QUARTER ENDING RATIO -------------- ----- June 24, 2000 to January 4, 2002 4.75 to 1.00 January 5, 2002 to January 3, 2003 4.35 to 1.00 January 4, 2003 and each fiscal quarter thereafter 4.00 to 1.00 The Leverage Ratio shall be calculated, in each case, determined as of the last day of each fiscal quarter based upon (a) for Consolidated Indebtedness, the outstanding balance of Consolidated Indebtedness as of such date, except with regard to revolving Indebtedness (including Revolving Loan Obligations hereunder) which shall be the Additional Qualified Acquisition is consummated. Notwithstanding average outstanding revolving Indebtedness for the foregoingfour fiscal quarter period ending on such date, adjusted, (x) with respect to Permitted Acquisitions, to treat additional revolving Indebtedness incurred in connection with such Permitted Acquisition as if it were also outstanding during any five consecutive year term such portion of this Agreementthe four fiscal quarter period which is prior to the consummation of the Permitted Acquisition, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) with respect to the Company may not elect any Adjusted Covenant Period repayment of Indebtedness (other than revolving Indebtedness) with the proceeds of revolving Indebtedness, to treat additional revolving Indebtedness incurred in connection with such repayment as if it were also outstanding during such portion of the four quarter fiscal period which is prior to the consummation of such repayment; and (b) for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant PeriodEBITDA, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert actual amount of EBITDA for the four fiscal quarter period ending on such day, adjusted, with respect to 3.5 Permitted Acquisitions, to 1.0 as reflect the EBITDA of the end acquired entity (calculated consistent with the definition of each subsequent EBITDA contained herein) during such portion of the four fiscal quarter unless and until another Adjusted Covenant Period period which is elected pursuant prior to the terms and conditions described above); orconsummation of such Permitted Acquisition.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company mayquarters ending after June 30, by written notice to the Administrative Agent for distribution to the Lenders2012, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to of (i) 4.0 Consolidated Indebtedness to 1.0 as of (ii) Consolidated EBITDA for the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 3.75 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end initial Leverage Holiday Period. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described aboveaggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. As used in this Section 10.9(a); or,

Maximum Leverage Ratio. Permit The Borrower shall not permit the ratio of (i) the sum of all Indebtedness of the Borrower and its Subsidiaries minus, solely for the purposes of the calculation of the Covenant Leverage Ratio pursuant to this Section 7.4(A), Receivables Facility Attributed Indebtedness to (ii) EBITDA (such ratio, the “Covenant Leverage Ratio”) at any time to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal quarter, the Covenant Leverage Ratio is greater than 3.50 to 1.00 and the Borrower has entered into a transaction or transactions, including, but not limited to, Permitted Acquisitions or repurchases of the Borrower’s Capital Stock within the two most recently ended fiscal quarters (including such fiscal quarter) (a fiscal quarter to in which all such conditions are satisfied, a “Trigger Quarter”), then the Covenant Leverage Ratio may be greater than: 3.5 than 3.50 to 1.01.00 but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters; provided that that, following the Company mayoccurrence of a Trigger Quarter, by written notice no subsequent Trigger Quarter shall be deemed to have occurred or to exist for any reason unless and until the Administrative Agent for distribution to the Lenders, elect to increase the maximum Covenant Leverage Ratio permitted under this Section 6.08(a) has returned to (i) 4.0 less than or equal to 1.0 3.50 to 1.00 as of the end of any at least one fiscal quarter following the occurrence of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)initial Trigger Quarter; provided, further, that in the case of this clause (a)(ii)further that, the applicable maximum Covenant Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter after such initial Trigger Quarter. The Covenant Leverage Ratio shall be reduced by 0.25:1.00 at the end calculated as of the secondlast day of each fiscal quarter based upon (a) for Indebtedness and Receivables Facility Attributed Indebtedness, fourthIndebtedness and Receivables Facility Attributed Indebtedness, sixth as the case may be, as of the last day of each such fiscal quarter; and eighth full fiscal quarters (b) for EBITDA, the actual amount for the four-quarter period ending after on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the EBITDA component thereof broken down by fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described aboveBorrower’s reasonable judgment); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after June 30, 2022, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that the Company may, by written notice to the Administrative Agent for distribution holders of Notes (which notice may be in a compliance certificate delivered pursuant to Section 9.1(c) with respect to an applicable fiscal quarter) and not more than twice during the Lendersterm of this Agreement, elect to (x) increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 4.00 to 1.0 as of 1.00 for a period commencing with the end of any fiscal quarter of quarters in which the Company during which a Qualified Acquisition has been consummated applicable acquisition occurs and the three (3) four consecutive fiscal quarters ending immediately following such thereafter in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the fiscal quarter quarters in which the applicable acquisition occurs (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) or (a)(ii) (it being understood for a new period commencing with the fiscal quarter in which the applicable acquisition occurs and agreed that at the end four consecutive fiscal quarters ending thereafter. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described above); oraggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after September 30, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that (x) the Company may, by written notice to the Administrative Agent for distribution to the LendersLenders and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 4.00 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarter quarters (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) for a new period of three (3) consecutive fiscal quarters. For purposes of calculations under this Section 6.10(a), Consolidated Indebtedness shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on, and with effect as of, the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: A new sentence will be added to the end of Section 6.10(a) as follows: “For purposes of calculations under this Section 6.10(a), prior to the consummation of the Bengal Acquisition (or during the period from the Effective Date until the date that is 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness shall not include Specified Senior Notes Indebtedness; provided that (a) the release of the proceeds of the Specified Senior Note Indebtedness to the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such release, such proceeds are held in escrow (and, if the Bengal Acquisition Agreement is terminated prior to the consummation of the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of the Specified Senior Notes Indebtedness) or (a)(iib) the Specified Senior Notes Indenture contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and if the Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of the Bengal Acquisition or the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the Specified Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).” Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: The first sentence of Section 6.10(a) shall be restated in its entirety, effective as of December 31, 2019, as follows: “The Company will not permit the ratio (the “Leverage Ratio”), determined as of the last day of each of its fiscal quarters ending on and after December 31, 2019, of (i) (it being understood x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and agreed its Subsidiaries on a consolidated basis, to be greater than (A) 4.50 to 1.00 for the fiscal quarters ending December 31, 2019 and Xxxxx 00, 0000, (X) 4.25 to 1.00 for the fiscal quarter ending June 30, 2020, (C) 4.00 to 1.00 for the fiscal quarter ending September 30, 2020, (D) 3.75 to 1.00 for the fiscal quarter ending December 31, 2020 and (E) 3.50 to 1.00 for the fiscal quarter ending March 31, 2021 and each fiscal quarter ending thereafter; provided that at the end Company may, on or after January 1, 2021, by written notice to the Administrative Agent for distribution to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the applicable fiscal quarter) and not more than once during the term of an Adjusted Covenant Periodthis Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(ato 4.00 to 1.00 for a period of three (3) shall revert to 3.5 to 1.0 as consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the end Company and/or its Subsidiaries in excess of each subsequent $75,000,000 occurring during the first of such three fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orquarters.””

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50:1.0, provided that (i) at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.0 (a “half-turn”) in connection with a Qualified Acquisition has been consummated for four consecutive Testing Periods (and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iino other Testing Periods), starting with the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter Testing Period in which the Additional such Qualified Acquisition is consummated. Notwithstanding the foregoing, (xii) the Company may make such an election no more than twice during any five consecutive year term the life of this Agreement (or, if the Maturity Date of the Revolving Credit Loans has been extended pursuant to Section 2.17, no more than three times during the life of this Agreement) and (iii) upon the return to a maximum Leverage Ratio of 3.50:1.0 after any such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for a subsequent time; provided further that in respect of Testing Periods occurring on or prior to June 30, 2017, (A) the Leverage Ratio of the Company shall not be greater than (1) 4.25:1.0 for the Testing Periods ending June 30, 2016 and September 30, 2016, respectively (2) 4.00:1.0 for the Testing Period ending December 31, 2016 and (3) 3.75:1.0 for the Testing Periods ending March 31, 2017 and June 30, 2017, respectively (B) the Leverage Ratio shall remain at or below 3.50x for two consecutive Testing Periods before it may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.07 in connection with a Qualified Acquisition and (C) the Company may, at any time prior to the immediately succeeding fiscal quarter end, elect to reduce its maximum Leverage Ratio to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.07 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum after its Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orremains below 3.50x for two consecutive Testing Periods.