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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 , 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.

Maximum TotalConsolidated Net Leverage Ratio. As ofPermit the end of each fiscal quarter of the Borrower (commencing with the first full fiscal quarter after the Closing Date), permit the TotalConsolidated Net Leverage Ratio as of the endlast day of such fiscal quarterany Measurement Period of the Borrower to be greater than 4.00:3.50 to 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 (including cash, Cash Equivalents and other deferred payment obligations) in excess of $25,$75,000,000, the Borrower maymay, at its election, in connection with such acquisitionPermitted Acquisition and byupon prior 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 withAgent, increase the delivery of financial statementsrequired Consolidated Net Leverage Ratio pursuant to [Sections 6.01(a) or (b)])], as applicable,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 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 duringin 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 quarters ending thereafter;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 two consecutiveone full fiscal quartersquarter following the cessation of each such increaseLeverage Ratio Increase during which no such increaseLeverage Ratio Increase shall then be in effect.

MaximumSection # Financial Covenants. The Borrower shall not permit the Total Net Leverage Ratio. As ofRatio, as determined on the endlast day 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 Borrowerquarter, to be greater than 4.00:1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition (or any other acquisition consented00 to by the Administrative Agent and the Required Lenders) completed after the Closing Date having aggregate cash consideration in excess of $25,000,000,1.00; provided, that the Borrower may in connection with such acquisition and bymay, upon 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 deliveryconsummation of financial statements pursuantany Permitted Acquisition for which the Total Consideration exceeds $150,000,000, increase the maximum Total Leverage Ratio to [Sections 6.01(a) or (b)])], as applicable,4.50 to 1.00 for the four fiscal quarter endedquarters 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 consummationend 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.Holiday.

MaximumSection # Consolidated Total Net Leverage Ratio. AsThe Borrower will maintain, as of the end of each fiscal quarter of the Borrower (commencingFiscal Quarter, commencing with the first full fiscal quarter after the Closing Date), permit theFiscal 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 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 eachone Fiscal Quarter after any such increase during which no such increase shall then be in effect.Covenant Holiday’s completion.

Maximum TotalSECTION # Net Leverage Ratio. As ofPermit 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 endlast day of suchany fiscal quarter of Holdings, commencing with the Borrowerfiscal quarter ending on March 31, 2024, to be greater than 4.00:1.00. Notwithstanding the foregoing,applicable ratio set forth opposite such fiscal quarter below; provided that in connection withthe event the Borrower or any Permittedof the Subsidiaries consummates a Qualified Material 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,Covenant Relief Period, the Borrower may in connection with such acquisition andmay, by written notice delivered 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,Agent, elect to increase the required Totalmaximum Net Leverage Ratio underpermitted by this [Section 7.10(a)]6.11] to 4.50:00 to 1.00 solely forwith respect to the fiscal quarter during which such PermittedQualified Material Acquisition isshall have been consummated and each of the three (3) consecutiveimmediately following fiscal quarters ending thereafter;quarters; provided further that there shallno such election may be made unless, as of the end of at least two consecutive fiscal quarters following eachimmediately preceding such increase during which noelection, 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 increase shall then be in effect.fiscal quarters pursuant to this [Section 6.11] without giving effect to the immediately preceding proviso:

Maximum Total Net Leverage Ratio. AsPermit the Leverage Ratio on the last day of the end of eachany full fiscal quarter of to be more than 3.00 to 1.00; provided that following the Borrower (commencing withconsummation 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 fulltwo 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 quarterquarters ended immediately after the consummation of such acquisition, electmaterial acquisition and # 3.25 to increase1.00 for the required Total Netimmediately 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 under this [Section 7.10(a)]covenant steps down to 4.50:3.00 to 1.00 solely for the fiscal quarter during which such Permitted Acquisitionand is consummated and the three (3) consecutive fiscal quarters ending thereafter; provided that there shall betested at least two consecutive fiscal quarters following each such increase during which no such increase shall then be in effect.twice prior to any subsequent step up).

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 DateSeptember 30, 2019 having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $25,$75,000,000, the Borrower maymay, at its election, in connection with such acquisitionPermitted Acquisition and byupon prior 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 withAgent, increase the delivery of financial statementsrequired Consolidated Net Leverage Ratio pursuant to [Sections 6.01(a) or (b)])]this Section by 0.50 (up to a maximum Consolidated Net Leverage Ratio of 4.00 to 1.00), as applicable,which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, 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 duringin 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 quarters ending thereafter;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 two consecutiveone full fiscal quartersquarter following the cessation of each such increaseLeverage Ratio Increase during which no such increaseLeverage Ratio Increase shall then be in effect.

Maximum Total Net Leverage Ratio. As ofCommencing with the end of each fiscal quarter ofending on June 30, 2021, the Borrower (commencing with the first full fiscal quarter after the Closing Date),Loan Parties will not permit the Total Net Leverage Ratio asRatio, determined for the Reference Period ending on the last day of the end of sucheach fiscal quarter of the Borrowerquarter, to be greatermore than 4.00:3.00 to 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.

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