Maximum Leverage Ratio. The Company and its consolidated Subsidiaries shall not permit the ratio (the “Leverage Ratio”) of # Net Indebtedness to # EBITDA to be greater than 3.50 to 1.00 for each four (4) fiscal quarter period of the Company beginning with the fiscal quarter ending September 30, 2022 (or, so long as the Leverage Ratio Increase Requirements have been met, 4.00 to 1.00 for the fiscal quarter during which any applicable Acquisition was consummated and the next three succeeding fiscal quarters).

Maximum Leverage Ratio. The Company and its consolidated Subsidiaries shall not permit the ratio (the “Leverage Ratio”) of # Net Indebtedness to # EBITDA to be greater than 3.50 to 1.00 for each four (4) fiscal quarter period of the Company beginning with the fiscal quarter ending June 30, 2019 (or, so long as the Leverage Ratio Increase Requirements have been met, 4.00 to 1.00 for the fiscal quarter during which any applicable Permitted Acquisition was consummated and the next three succeeding fiscal quarters).

Maximum Net Leverage Ratio. The Company will not permit the ratio (the “Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after June 30, 2022, of # Consolidated Indebtedness minus Qualified Cash, in each case as of the last day of the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to # Consolidated EBITDA for the period of four (4) fiscal quarters then ended, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00; provided, that the Company may, not more than one (1) time during the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this [Section 6.12(a)] to 4.00 to 1.00 for a period of four (4) consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending after, an Acquisition (the “Acquisition Holiday Election Quarter”) if, the aggregate consideration paid or to be paid in respect of such Acquisition equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fifth fiscal quarter following the Acquisition Holiday Election Quarter); provided, however, that, to the extent the Note Purchase Amendment Condition has been satisfied, the Company may elect to increase the maximum Net Leverage Ratio up to twice (versus only once) during the term of this Agreement pursuant to the foregoing proviso (and not unless a period of two (2) consecutive fiscal quarters shall have passed since the last day of any prior applicable increase to the maximum Net Leverage Ratio as elected under this proviso).

Maximum Total Net Leverage Ratio. The Borrower will not permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each fiscal quarter ending on and after June 30, 2018, of # Consolidated Total Net Indebtedness to # Consolidated EBITDA for the period of four (4) consecutive fiscal quarters of the Borrower ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 2.75 to 1.00.

Maximum Total Net Leverage Ratio. The Borrower will not permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each fiscal quarter ending on and after June 30, 2018, of # Consolidated Total Net Indebtedness to # Consolidated EBITDA for the period of four (4) consecutive fiscal quarters of the Borrower ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than # 2.75 to 1.00. for the fiscal quarter ending March 31, 2020, # 4.25 to 1.00 for the fiscal quarter ending June 30, 2020 (it being understood and agreed that if the Leverage Adjustment Period Termination Date has occurred on or prior to June 30, 2020, the maximum Total Net Leverage Ratio permitted pursuant to this clause (ii) shall instead be 2.75 to 1.00), # 3.75 to 1.00 for the fiscal quarter ending September 30, 2020 (it being understood and agreed that if the Leverage Adjustment Period Termination Date has occurred on or prior to September 30, 2020, the maximum Total Net Leverage Ratio permitted pursuant to this clause (iii) shall instead be 2.75 to 1.00), # 3.50 to 1.00 for the fiscal quarter ending December 31, 2020 (it being understood and agreed that if the Leverage Adjustment Period Termination Date has occurred on or prior to December 31, 2020, the maximum Total Net Leverage Ratio permitted pursuant to this clause (iv) shall instead be 2.75 to 1.00) and # 2.75 to 1.00 for the fiscal quarter ending March 31, 2021 and each fiscal quarter ending thereafter.

Maximum Leverage Ratio. The Borrower, 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) (including, but not limited to the Closing Date Acquisition) with aggregate consideration in excess of $75,000,000, at the option of the Borrower, 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, the Borrower may opt to use a maximum of two Covenant Holidays.

Maximum Leverage Ratio. The Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after June 30, 2021, of # Consolidated Total Indebtedness to # 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 3.75 to 1.00; provided that, notwithstanding the foregoing, the Borrower shall be permitted on up to three (3) occasions during the term of this Agreement to increase the maximum Leverage Ratio permitted under this [Section 6.12(a)] to 4.25 to 1.00 for a period of four consecutive fiscal quarters (such period, an “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 (6) months equals or exceeds $50,000,000 (and in respect of which the Borrower shall provide notice in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such Permitted Acquisition (regarding the name of the Person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a pro forma basis with the maximum Leverage Ratio of 4.25 to 1.00 on the closing date of such Permitted Acquisition immediately after giving effect (including pro forma effect) to such Permitted Acquisition; provided, further, that it is understood and agreed that # the Borrower may not elect a new Adjusted Covenant Period for at least one (1) fiscal quarter following the end of an Adjusted Covenant Period and # at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this [Section 6.12(a)] shall revert to 3.75 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described in this [Section 6.12(a)].

Leverage Ratio. The Company will not permit the ratio, calculated as of the last day of each fiscal quarter, of # Funded Debt as of such date to # EBITDA for the period of four consecutive fiscal quarters of the Company ended as of such date, to be greater than 2.75 to 1.00; provided, that, notwithstanding the provisions of [Section 22.3(c)], the ratio calculated pursuant to this [Section 10.1(b)] shall be calculated including or excluding, as the case may be, the effect of any assets or businesses that have been acquired or Transferred by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) and giving effect to such permitted acquisition or Transfer, as the case may be, as if it had occurred on the first day of such four fiscal quarter period.

Maximum Leverage Ratio. The Borrower, 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, at the option of the Borrower, 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, the Borrower may opt to use a maximum of two Covenant Holidays.

Maximum Leverage Ratio. [[Toro:Organization]], 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, at the option of [[Toro:Organization]], 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, [[Toro:Organization]] may opt to use a maximum of two Covenant Holidays.