Consolidated Net Worth. Consolidated Net Worth at any time to be less than the sum of (i) (A) with respect to any time prior to the date of the Newmark Spinoff, $1,400,000,000, # with respect to any time from the date of the Newmark Spinoff to the last date of the first fiscal quarter following the Newmark Spinoff, $575,000,000 (the “Reset Date”) and # with respect to any time following the Reset Date, the greater of # $575,000,000 and # 75% of the actual Consolidated Net Worth as of the Reset Date$615,000,000, plus, in each case # an amount equal to # 50% multiplied by # any net increase in Consolidated Net Worth attributable to any Net Cash Proceeds received by the Borrower or its Subsidiaries from Equity Issuances of the Borrower or any of its Subsidiaries after, in the case of [clause (A) above], the ClosingSecond Amendment Effective Date, and, in the case of clause ( C) above, the Reset Date, and in each case, other than Equity Issuances pursuant to the Borrower’s at-the-market controlled equity offering program (at the market shelf) intended to offset share repurchases, redemptions, exchanges and other payments in connection with compensation plans or arrangements or from current or former employees and partners or their estates or from directors, consultants or charities, in each case consistent with historic practices.

Consolidated Net Worth. Permit the Consolidated Net Worth, as of the end of any Fiscal Quarter of the Borrower, to be less than: # seventy five percent (75.0%) of the Consolidated Net Worth of the Borrower and its Subsidiaries (including Regulated Subsidiaries) as of December 31, 2017; plus # seventy-five percent (75.0%) of the sum of the positive Consolidated Net Income of the Borrower and its Subsidiaries (including Regulated Subsidiaries) earned with respect to each full Fiscal Quarter ended to date after December 31, 2017; plus # one hundred percent (100.0%) of the Net Cash Proceeds of any Equity Transaction of the Borrower and its Subsidiaries (including Regulated Subsidiaries) occurring on or after the Closing Date.

Minimum Adjusted Consolidated Net Worth. From and after the Effective Date, the Guarantor will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of # $8,187,000,000 plus # 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Guarantor and its Subsidiaries after March 31, 2021.

Adjusted Tangible Net Worth. (A) PMC shall maintain an Adjusted Tangible Net Worth on a consolidated basis of not less than $150,000,000, # POP shall maintain an Adjusted Tangible Net Worth on a consolidated basis of not less than $860,000,000 and # Guarantor shall maintain an Adjusted Tangible Net Worth on a consolidated basis of not less than $860,000,000.

Consolidated Adjusted Net Worth. Permit Consolidated Tangible Net Worth to be less than the sum of # $5,405,730,868 plus # 75% of Net Cash Proceeds from issuances of Capital Stock by the Borrower or Holdings after September 30, 2020.

Consolidated Adjusted Net Worth. Permit Consolidated Tangible Net Worth to be less than the sum of # $3,173,162,500 plus # 75% of Net Cash Proceeds from issuances of Capital Stock by the Operating Partnership or Holdings after September 30, 2018.

Consolidated Net Worth. Permit the Consolidated Net Worth, as of the end of any Fiscal Quarter of the Borrower, to be less than: # seventy five percent (75.0%) of the Consolidated Net Worth of the Borrower and its Subsidiaries (including Regulated Subsidiaries) as of December 31, 2017; plus # seventy-five percent (75.0%) of the sum of the positive Consolidated Net Income of the Borrower and its Subsidiaries (including Regulated Subsidiaries) earned with respect to each full Fiscal Quarter ended to date after December 31, 2017; plus # one hundred percent (100.0%) of the Net Cash Proceeds of any Equity Transaction of the Borrower and its Subsidiaries (including Regulated Subsidiaries) occurring on or after the Closing Date.

Consolidated Net Worth. From the Closing Date until the Financial Covenant Trigger Date, permit Consolidated Net Worth at any time to be less than the sum of # $3,718,900,000, # an amount equal to 50% of the Consolidated Net Income earned after December 29, 2017 (with no deduction for a net loss in any such fiscal year) and # an amount equal to 100% of the aggregate increases in Shareholders’ Equity of Jacobs US and its Subsidiaries after December 29, 2017, by reason of the issuance and sale of capital stock or other equity interests of Jacobs US or any Subsidiary (other than issuances to Jacobs US or a wholly-owned Subsidiary and other than proceeds received from any issue of new shares of Jacobs US’s or its Subsidiaries’ common stock in connection with an employee stock option plan), including upon any conversion of debt securities of Jacobs US into such capital stock or other equity interests, less any decreases in Shareholders’ Equity of Jacobs US after December 29, 2017, by reason of any repurchase of shares of capital stock of Jacobs US # that are intended to be used to satisfy Jacobs US’s or a Subsidiary’s obligations under an employee stock or option plan, or # in an aggregate number that does not exceed the number of shares issued for that purpose in the six months prior to any such repurchase.

Consolidated Adjusted Net Worth. Permit Consolidated Tangible Net Worth to be less than the sum of # $5,405,730,868 plus # 75% of Net Cash Proceeds from issuances of Capital Stock by the Borrower or Holdings after September 30, 2020.

Adjusted Tangible Net Worth. (A) PMC shall maintain an Adjusted Tangible Net Worth of at least $150,000,000, # Holdings shall maintain an Adjusted Tangible Net Worth of at least $250,000,000, and # Guarantor shall maintain an Adjusted Tangible Net Worth of at least $860,000,000.