Secured Leverage Ratio. Permit the Secured Leverage Ratio at any time during the term hereof and to be tested on the Test Date, to be greater than 0.40 to 1.00.

Maximum Leverage Ratio. Borrowers shall not permit the Leverage Ratio, tested quarterly based on Borrowers' internal financial statements, to be 3.50 to 1.00 or more, commencing as of the fiscal quarter ending ​.

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 ​, 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).

Maximum Secured Debt Ratio. The Company will not permit the Secured Debt Ratio at any time after the Second Closing Date to exceed 0.80 to 1.00.

Maximum Net Leverage Ratio. ​ will not permit the ratio, determined as of the end of each of its Fiscal Quarters, of # Net Consolidated Debt as of the last day of such Fiscal Quarter to # Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter to exceed 4.00 to 1.00.

Maximum Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending ​, to exceed the ratio set forth below with respect to such fiscal quarter:

“Asset Sale Prepayment Percentage” means # 100%, if the ​’s First Lien Net Leverage Ratio at the end of the immediately preceding fiscal year equals or exceeds the Closing Date First Lien Net Leverage Ratio less 0.50 to 1.00, # 50%, if such First Lien Net Leverage Ratio is less than the Closing Date First Lien Net Leverage Ratio less 0.50 to 1.00, but equals or exceeds the Closing Date First Lien Net Leverage Ratio less 1.00 to 1.00, and # 0%, if such First Lien Net Leverage Ratio is less than the Closing Date First Lien Net Leverage Ratio less 1.00 to 1.00.

“ECF Prepayment Percentage” means # 50%, if the ​’s First Lien Net Leverage Ratio at the end of the immediately preceding fiscal year equals or exceeds the Closing Date First Lien Net Leverage Ratio less 0.50 to 1.00, # 25%, if such First Lien Net Leverage Ratio is less than the Closing Date First Lien Net Leverage Ratio less 0.50 to 1.00, but equals or exceeds the Closing Date First Lien Net Leverage Ratio less 1.00 to 1.00, and # 0%, if such First Lien Net Leverage Ratio is less than the Closing Date First Lien Net Leverage Ratio less 1.00 to 1.00.

determining whether the conditions precedent have been satisfied for a proposed transaction, including any calculation of the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio for purposes of [Section 2.16(a)], and any determination of whether an Event of Default will result from the consummation thereof, including, without limitation, any Disposition or any Investment which results in an Acquisition.

Notwithstanding any other provision of this Agreement to the contrary, including the definitions of “Total Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Consolidated EBITDA”, “Capitalized Lease” and “Indebtedness”, for purposes of this Agreement and the other Loan Documents, any lease by the Borrower or any of its Restricted Subsidiaries in respect of real property shall be treated as an operating lease and not as a Capitalized Lease.

#Indebtedness of the Borrower or any Restricted Subsidiary incurred or assumed in connection with any Permitted Acquisition or similar Investment expressly permitted hereunder; provided that after giving pro forma effect to such Permitted Acquisition or Investment and the incurrence or assumption of such Indebtedness, the aggregate principal amount of such Indebtedness does not exceed # the greater of # ​ and # 20% of LTM Consolidated EBITDA at any time outstanding plus # any additional amount of such Indebtedness so long # if such incurred Indebtedness is secured by all or any portion of the Collateral on a pari passu basis with the Facilities, either # the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated First Lien Net Leverage Ratio immediately prior thereto or # the Borrower could incur ​ of Permitted First Lien Ratio Debt, # if such Indebtedness is secured by all or any portion of the Collateral on a junior Lien basis to the Facilities, either # the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Secured Net Leverage Ratio immediately prior thereto or # the Borrower could incur ​ of Permitted Junior Secured Ratio Debt or # if such Indebtedness is unsecured or not secured by all or any portion of the Collateral (and including all such Indebtedness of Restricted Subsidiaries that are not Loan Parties), either # either # the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis would be greater than or equal to the Consolidated Interest Coverage Ratio immediately prior thereto or # the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis would not exceed the Consolidated Total Net Leverage Ratio immediately prior thereto or # the Borrower could incur ​ of Permitted Unsecured Ratio Debt; provided that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections ‎7.03(q), 7.03(s) or ‎7.03(w), does not exceed in the aggregate at any time outstanding the greater of # ​ and # 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence; provided, further, that any Indebtedness incurred (but not assumed) pursuant to this clause ‎(g) shall be subject to the requirements included in the first proviso under the definition of “Permitted Ratio Debt”, and # any Permitted Refinancing thereof;

acquisitions of assets of or Equity Interests in other Persons that are not Affiliates of the Company, and loans or advances to Subsidiaries to provide funds required to effect such acquisitions, if, at the time of and after giving pro forma effect to each such acquisition, to any related Leverage Increase Election and to any related incurrences of Indebtedness, # the Leverage Ratio does not exceed the maximum Leverage Ratio in effect at such time under [Section 6.08] and # no Default shall have occurred and be continuing;

The Borrower shall not permit the Net Leverage Ratio as of the last day of any fiscal quarter of Holdings during the applicable Test Period set forth below to be greater than # at of any such date when the Delayed Draw Term Loans have not been advanced, the amount set forth opposite such Test Period under the heading “Maximum Net Leverage Ratio (Pre-Delayed Draw Term Loans)” and # at of any such date on and following such time when the Delayed Draw Term Loans have been advanced and on a Pro Forma Basis as if such Delayed Draw Term Loan advance occurred on the first day of such Test Period, the amount set forth opposite such Test Period under the heading “Maximum Net Leverage Ratio (Post- Delayed Draw Term Loans)”.

the Total Net Leverage Ratio for the applicable Test Period being greater than # the Closing Date Total Net Leverage Ratio or # the Total Net Leverage Ratio immediately prior to such incurrence; or

Pro Forma Calculations. Notwithstanding anything herein to the contrary, any calculation of the Consolidated Total Net Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated EBITDA (for calculating any ratio) for any Reference Period # during which an event for which such calculation is made shall have occurred or # subsequent to such Reference Period and prior to or simultaneously with the event for which such calculation is made shall in each case be made on a Pro Forma Basis for purposes of making the following determinations:

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 ​, 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: