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 the corresponding ratio set forth below:

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.

Total Net Leverage Ratio. Commencing with the fiscal quarter ending on ​, the Loan Parties will not permit the Total Net Leverage Ratio, determined for the Reference Period ending on the last day of each fiscal quarter, to be more than 3.00 to 1.00.

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 ​, 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.

Leverage Ratio. The Borrower will not permit the Leverage Ratio, on the last day of any fiscal quarter of the Borrower, commencing with the fiscal quarter ending ​ and each fiscal quarter thereafter during the term of this Agreement, to be greater than the ratio set forth below opposite such period below:

Leverage Ratio. The Leverage Ratio, as of the end of each fiscal quarter of the Combined Parties, shall be less than or equal to 0.60 to 1.0; provided that such ratio may exceed 0.60 to 1.0 as of the end of up to four (4) fiscal quarters of the Combined Parties during the term of this Credit Agreement (whether or not consecutive) so long as such ratio does not exceed 0.65 to 1.0.

“Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of # Consolidated Net Debt as of the last day of such Test Period to # Consolidated Adjusted EBITDA of the ​ for such Test Period.

“Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of # Consolidated Net Funded Indebtedness as of such date to # Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date.

the Net Senior Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Debt Security or Senior Bank Loan Investment is # greater than 3.50 and # greater than 0.50 higher than the original Net Senior Leverage Ratio on the date that the investment in the Debt Security or Senior Bank Loan Investment was made by Borrower; or

prepayments, repayments, redemptions, purchases, defeasances or satisfactions, if the First Lien Net Leverage Ratio (after giving Pro Forma Effect to the incurrence of such payments and the use of proceeds thereof) for the Test Period immediately preceding the incurrence of such payments shall be less than or equal to the Closing Date First Lien Net Leverage Ratio less 0.50 to 1.00; and

no more than 20% of the Borrowing Base shall consist of loans with Net Senior Leverage Ratio exceeding 6.25x;

“Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Net Leverage Ratio:

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Total Net Leverage Ratio set forth in any Compliance Certificate delivered for any period is inaccurate for any reason and the result thereof is that the respective Lenders received interest or Letter of Credit fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Total Net Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Net Leverage Ratio for such period, and any shortfall in the interest or Letter of Credit fees theretofore paid by the Borrower for the relevant period as a result of the miscalculation of the Total Net Leverage Ratio shall be due and payable within three Business Days after the Borrower obtains knowledge (including by way of notification thereof from the Administrative Agent or the Required Lenders) that the Total Net Leverage Ratio was inaccurately computed; provided, however, if an Event of Default under [[Section 8.01(f) or (g)])]])] then exists, such interest and Letter of Credit fees shall be deemed to have been due and payable under the relevant provisions at the time the interest or Letter of Credit fees for such period was required to have been paid pursuant to said provisions on the same basis as if the Total Net Leverage Ratio had been accurately set forth in such Compliance Certificate (together with all amounts owing as default interest). Upon the payment in full of any accrued additional interest and Letter of Credit fees pursuant to this paragraph, any Default or Event of Default that may have arisen solely as a result of the Compliance Certificate miscalculating the Total Net Leverage Ratio for purposes of calculating the Applicable Rates (but not for purposes of calculating the Total Net Leverage Ratio under [Section 7.10] or any other Section of this Agreement or as a result of any other inaccuracy or misrepresentation set forth in such Compliance Certificate) shall be deemed cured.

“Required Prepayment Percentage” means, as of any date of determination, # if the First Lien Leverage Ratio is greater than 2.15:1.00, 100.0%, # if the First Lien Leverage Ratio is less than or equal to 2.15:1.00 and greater than 1.65:1.00, 50.0%, and # if the First Lien Leverage Ratio is less than or equal to 1.65:1.00, 0%; it being understood and agreed that, for purposes of this definition as it applies to the determination of the amount of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds that is required to be applied to prepay the Term Loans under [Section 2.11(b)(ii)] at any time, the First Lien Leverage Ratio shall be calculated as of the scheduled date of, and giving pro forma effect to, such prepayment.

24 If Specified Indebtedness under [Section 6.01(g)] does not exceed ​ then Senior Net Leverage Ratio Calculations do not need to be completed.

provided that, with respect to each of the [foregoing [clauses (ii) through (iv)]], immediately after giving effect to the incurrence or assumption of such Indebtedness and such other transactions contemplated in such clauses, either # the Interest Coverage Ratio shall be equal to or greater than 2.00 to 1.00 or the Interest Coverage Ratio immediately prior to such incurrence or assumption of such Indebtedness or # the Total Net Leverage Ratio shall be no greater than the Closing Date Total Net Leverage Ratio or the Total Net Leverage Ratio immediately prior to such incurrence or assumption of such Indebtedness; in the case of each of clauses (I) and (II), after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof and measured as of and for the Test Period immediately preceding the incurrence or assumption of such Indebtedness for which financial statements are available;