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).

Leverage Ratio. Maintain, as at the last day of each fiscal quarter of the Company, a Leverage Ratio of not greater than 4.00 to 1.0; provided that the Company may, by written notice from a senior officer of the Company to the [[Person A:Person]] indicating that the Company expects to consummate a Material Acquisition, temporarily increase this limitation to 4.50 to 1.00 for the three fiscal quarter period beginning with the fiscal quarter in

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Borrower to be greater than # 3.50:1.00 or # upon the occurrence of a Material Permitted Acquisition, at the Borrower’s option and upon written notice to the Administrative Agent within five (5) days after the occurrence of such Material Permitted Acquisition, 4.00:1.00 for four (4) consecutive fiscal quarters commencing with the first full fiscal quarter after such Material Permitted Acquisition occurs; provided that this step-up with respect to a Material Permitted Acquisition may not be exercised more than two (2) times; and

Maximum Leverage Ratio ​, on a consolidated basis, shall not, as of the end of any fiscal quarter, permit its consolidated ratio of # total Indebtedness as of such date to # the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of ​, for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage Ratio as of the last day of such fiscal quarter shall not exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday, prior to the exercise by ​ of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.

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.