Maximum Total Net Leverage Ratio. As of the end of each fiscal quarter of the Borrower (commencing with the first full fiscal quarter after the Closing Date), permit the Total Net Leverage Ratio as of the end of such fiscal quarter of the Borrower to be greater than 4.00:1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition (or any other acquisition consented to by the Administrative Agent and the Required Lenders) completed after the Closing Date having aggregate cash consideration in excess of $25,000,000, the Borrower may in connection with such acquisition and by written notice to the Administrative Agent # to determine compliance on a Pro Forma Basis with this Section, including, without limitation, for purposes of [Section 7.02(i)(iii)] and [Section 2.14(d)(i), or (ii)])] prior to or simultaneously with the delivery of financial statements pursuant to [Sections 6.01(a) or (b)])], as applicable, for the fiscal quarter ended immediately after the consummation of such acquisition, elect to increase the required Total Net Leverage Ratio under this [Section 7.10(a)] to 4.50:1.00 solely for the fiscal quarter during which such Permitted Acquisition is consummated and the three (3) consecutive fiscal quarters ending thereafter; provided that there shall be at least two consecutive fiscal quarters following each such increase during which no such increase shall then be in effect.

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than 3.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $75,000,000, the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this Section 9.11(b) at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.

Section # Financial Covenants. The Borrower shall not permit the Total Leverage Ratio, as determined on the last day of each fiscal quarter, to be greater than 4.00 to 1.00; provided, that the Borrower may, upon written notice to the Administrative Agent on or prior to the consummation of any Permitted Acquisition for which the Total Consideration exceeds $150,000,000, increase the maximum Total Leverage Ratio to 4.50 to 1.00 for the four fiscal quarters immediately following such Permitted Acquisition (the “Acquisition Holiday”). The foregoing notwithstanding, any temporary increase set forth above shall not be available for the two (2) consecutive fiscal quarters immediately after the end of the Acquisition Holiday.

Section # Consolidated Total Net Leverage Ratio. The Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending on June 30, 2021, a Consolidated Total Net Leverage Ratio of not greater than 3.75:1.00; provided that for any Fiscal Quarter during which a Loan Party has consummated a Permitted Acquisition or Future Approved Entity Investment permitted hereunder in which the Investment Consideration payable in connection with such Permitted Acquisition or Future Approved Entity Investment was greater than $75,000,000 (a “Trigger Quarter”), the Consolidated Total Net Leverage Ratio for such Trigger Quarter and the next succeeding three Fiscal Quarters shall be increased by 0.25:1.00 to 4.00:1.00 (a “Covenant Holiday”). For the avoidance of doubt, the Consolidated Total Net Leverage Ratio shall revert to 3.75:1.00 commencing with the fourth Fiscal Quarter ending after any such initial Trigger Quarter. After the completion of any Covenant Holiday, no subsequent new Trigger Quarter shall be permitted to occur for purposes of this Section 6.1 unless and until the Borrower shall demonstrate compliance with the Consolidated Total Net Leverage Ratio (absent any Covenant Holiday) as of the end of at least one Fiscal Quarter after any such Covenant Holiday’s completion.

SECTION # Net Leverage Ratio. Permit the Net Leverage Ratio as of the last day of any fiscal quarter of Holdings, commencing with the fiscal quarter ending on March 31, 2024, to be greater than the applicable ratio set forth opposite such fiscal quarter below; provided that in the event the Borrower or any of the Subsidiaries consummates a Qualified Material Acquisition after the Covenant Relief Period, the Borrower may, by notice delivered to the Administrative Agent, elect to increase the maximum Net Leverage Ratio permitted by this [Section 6.11] to 4.00 to 1.00 with respect to the fiscal quarter during which such Qualified Material Acquisition shall have been consummated and each of the three immediately following fiscal quarters; provided further that no such election may be made unless, as of the end of at least two consecutive fiscal quarters immediately preceding such election, the Net Leverage Ratio maintained pursuant to this [Section 6.11] was not greater than the Net Leverage Ratio that would have been required for such fiscal quarters pursuant to this [Section 6.11] without giving effect to the immediately preceding proviso:

Maximum Leverage Ratio. Permit the Leverage Ratio on the last day of any full fiscal quarter of ​ to be more than 3.00 to 1.00; provided that following the consummation of an acquisition for which the aggregate amount of Indebtedness incurred and assumed by ​ and its Subsidiaries in connection therewith is at least $750,000,000, upon written notice of such election from ​ to the Agent on or prior to the date that is 60 days after the consummation of such material acquisition, such ratio will be # 3.50 to 1.00 for the first two fiscal quarters ended immediately after the consummation of such material acquisition and # 3.25 to 1.00 for the immediately subsequent two quarters, with such ratio stepping back down to 3.00 to 1.00 thereafter (it being understood such step-up may occur multiple times over the life of this Agreement, provided that this Leverage Ratio covenant steps down to 3.00 to 1.00 and is tested at least twice prior to any subsequent step up).

Notwithstanding the foregoing, in connection with any Permitted Acquisition after September 30, 2019 having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $75,000,000, the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50 (up to a maximum Consolidated Net Leverage Ratio of 4.00 to 1.00), which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.

Total Net Leverage Ratio. Commencing with the fiscal quarter ending on June 30, 2021, the Loan Parties will not permit the Total Net Leverage Ratio, determined for the Reference Period ending on the last day of each fiscal quarter, to be more than 3.00 to 1.00.