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 Tangible Net Worth. The Consolidated Group shall maintain, as of the last day of each fiscal quarter ending after the Agreement Effective Date based upon Borrower’s compliance certificate required by Section 6.1(d) hereof for such fiscal quarter, a Consolidated Tangible Net Worth of not less than $500,000,000 plus seventy five percent (75%) of net cash proceeds of all equity raises consummated after the Agreement Effective Date (other than any Dividend Reinvestment Proceeds) net of share repurchases and/or tender offers consummated after the Agreement Effective Date.

Minimum Consolidated Net Worth. The Company shall not permit its Consolidated Net Worth at any time to be less than the sum of # $1,156,000,000 (the applicable “Base Amount”) plus # on the last Business Day of each fiscal year, beginning with the fiscal year ending September 30, 2018, the sum of fifty percent (50%) of Net Income (if positive) for such fiscal year, plus # fifty percent (50%) of the net cash proceeds resulting from the issuance by the Company of any Capital Stock, other than shares of Capital Stock issued pursuant to employee stock option or ownership plans; provided, that the effect of adjustments (not in excess of the Maximum Adjustment Amount) in the accumulated other comprehensive earnings accounts of the Company and its Subsidiaries, shall in each case be excluded in calculating the Company’s Consolidated Net Worth. For purposes of this [Section 7.4(B)], “Maximum Adjustment Amount” means 10% of the Base Amount. The Company’s compliance with this covenant shall be calculated and tested as of the end of each fiscal quarter.

Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth, as determined as of the end of each fiscal quarter of the Company, to be less than $515,286,000, plus an amount equal to 75% of the net proceeds received by the Company from issuances and sales of Equity Interests of the Company occurring after the last day of the fiscal quarter most recently ended prior to March 23, 2018 for which financial statements of the Company are publicly available (other than proceeds received within 90 days before or after the redemption, retirement or repurchase of Equity Interests in the Company up to the amount paid by the Company in connection with such redemption, retirement or repurchase, in each case where, for the avoidance of doubt, the net effect is that the Company shall not have increased its net worth as a result of any such proceeds).

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.

Minimum Consolidated Net Worth Borrower shall have as of the end of each Fiscal Quarter, a Consolidated Net Worth equal to or greater than $4,000,000,000.

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.

Minimum Consolidated Net Worth. As of the last day of any fiscal quarter, permit Consolidated Net Worth to be less than the sum of # $1,260,000,000, # 25% of Consolidated Net Income (if positive) for each fiscal quarter of the Borrower ending after the Closing Date and # 25% of the net cash proceeds received by the Borrower or any of its Subsidiaries from the issuance of any of their respective Equity Interests (excluding Equity Interests of a Subsidiary issued to the Borrower or another Subsidiary).

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. 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.