Common use of Consolidated Leverage Ratio Clause in Contracts

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Initial Funding Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios ratio set forth above shall be increased by 0.50:1.0to 4.25:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any unsecured Indebtedness or Subordinated Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) ); and (E) the calculation required by clause (ii) in the proviso of Section 8.06(e8.06(c) for the purpose of determining the permissibility of the payment of any Common Stock Dividends (provided, that, it is understood and agreed that during any Leverage Increase Period, the Borrower shall not increase the per share amount of any Common Stock Dividends above the per share amount of the Common Stock Dividends most recently paid by the Borrower immediately prior to the commencement of such payment or distributionLeverage Increase Period).

Consolidated Leverage Ratio. Permit the (a) The Consolidated Leverage Ratio Ratio, as of at the end of any fiscal quarter of the Borrower, commencing with the first each fiscal quarter of the Borrower ending on or after (beginning with the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Dateended September 30, 4.00:1.0 and (y) thereafter2013), 3.75:1.0shall be less than or equal to 5.00 to 1.0; provided, that, upon provided that subsequent to the consummation of a Qualified Acquisition, for each the Consolidated Leverage Ratio, as at the end of the four three consecutive fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition Acquisition, shall be less than or equal to 5.50 to 1.0. (including b) For purposes of calculating compliance with the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios financial covenant set forth above shall be increased by 0.50:1.0; provided, further, that, in Section 5.11(a): (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to all Permitted Acquisitions on or subsequent to the following (and not for any other purpose): (A) the calculation of the Effective Date, Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date EBITDA with respect to such Limited Condition Acquisitionnewly acquired assets shall be calculated on a pro forma basis as if such acquisition had occurred at the beginning of the applicable twelve-month period of determination; provided, so long as the Qualified Acquisition Certificate that with respect to all Permitted Acquisitions with limited or no prior operating history (or with a prior operating history that does not reliably indicate future operating results), Consolidated EBITDA shall be deemed to be the amount approved by the Agent as the projected Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Permitted Acquisition is delivered for the first twelve-month period following such Permitted Acquisition (such amount to be determined based on customer contracts relating to such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition CertificatePermitted Acquisition, the Leverage Increase Period shall only apply for purposes creditworthiness of the calculation referenced in this clause (B) other parties to such contracts, and not for any projected revenues from such contracts, capital costs and expenses, oil and gas reserve and production estimates, commodity price assumptions and other purpose, unless and until such Qualified Acquisition is consummated (after which time reasonable factors deemed appropriate by the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause Agent); and (ii))); (C) Consolidated EBITDA may include, at the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of Borrower’s option, any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made Project EBITDA Adjustments as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) provided in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributiondefinition thereof.

Consolidated Leverage Ratio. Permit The Company will not, at any time, permit the Consolidated Leverage Ratio as of the end of to exceed: ; provided that during any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Collateral Release Period”), the ratios set forth above shall be increased by 0.50:1.0; providedCompany will not, furtherat any time, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, permit the Consolidated Leverage Ratio to exceed 2.50 to 1.00. Notwithstanding the foregoing, if at any time the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Agreement for any period is increased or decreased, then, upon receipt of evidence thereof satisfactory to the Required Holders and, in the case of any such increase, so long as no Default or Event of Default shall have occurred and be continuing, (1) the maximum Consolidated Leverage Ratio permitted by this Agreement for such period shall be deemed to be increased or decreased by the same incremental amount as the increase or decrease in the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Facility for such period and (2) any changes to the defined terms used in the calculation of the end of such fiscal quarters “Consolidated Leverage Ratio” under the Bank Credit Agreement shall not be greater than 3.75:1.0 prior deemed to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect have been made to the following (and not for any other purpose): (A) defined terms used in the calculation of the Consolidated Leverage Ratio under this Agreement; provided, however, that in no event shall the maximum Consolidated Leverage Ratio permitted by this Agreement for any period ever exceed the maximum Consolidated Leverage Ratio (utilizing all relevant definitions appearing herein as of the end of any fiscal quarter of the Borrower Second Amendment Effective Date) for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made period as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made Agreement as of the LCA Test Date Second Amendment Effective Date. The Company will promptly, and in any event within five days of the occurrence thereof, give each of the holders of the Notes notice of any increase or decrease in the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Agreement for any period. If any party to the Bank Credit Agreement shall receive or become entitled to any fee or other consideration in connection with respect its agreement to such Limited Condition Acquisition, so long as increase or decrease the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding “Maximum Consolidated Leverage Ratio” permitted by the delivery of such Qualified Acquisition CertificateBank Credit Agreement for any period, the Leverage Increase Period shall only apply for purposes holders of the calculation referenced Notes shall receive fees or other consideration in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time a proportionate amount based upon the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility relative outstanding principal amount of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion Notes and of the consideration for Debt outstanding under such Bank Credit Agreement. For the Qualified Acquisition triggering such avoidance of doubt, if at any time there shall be no Bank Credit Agreement in existence, the maximum Consolidated Leverage Increase Period Ratio (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made utilizing all relevant definitions appearing herein as of the LCA Test Date with respect to such Limited Condition Acquisition, so long Second Amendment Effective Date) permitted by this Agreement for any period shall be that set forth herein as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not Second Amendment Effective Date for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionperiod.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, Measurement Period (commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective DateSeptember 30, 4.00:1.0 and (y2016) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio ending as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(aand its Restricted Subsidiaries to be greater than 3.00 to 1.00 (such ratio, the “Stated Ratio”); (B) provided, however, that upon consummation of a Permitted Material Acquisition and upon the calculation required by clause (d) in the proviso written election of the definition Borrower (which may be exercised not more than two (2) times during the term of this Agreement) to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may increase the maximum Consolidated Leverage Ratio to 3.50 to 1.00 (the “Adjusted Consolidated Leverage Ratio”). The Adjusted Consolidated Leverage Ratio shall be effective as of the date of consummation of the Permitted Material Acquisition (including, without limitation, for determining Pro Forma Compliance with the requirements of this Agreement for such Permitted Material Acquisition” for ) and (i) shall step down by 0.25x (i.e., a quarter turn) after two (2) full fiscal quarters following the purpose of determining the permissibility date of the consummation of such Permitted Material Acquisition and (ii) shall step down by an additional 0.25x (i.e., a quarter turn) and return to the Qualified Acquisition triggering such Leverage Increase Period Stated Ratio after four (it being understood and agreed that (14) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as full fiscal quarters following the date of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery consummation of such Qualified Acquisition CertificatePermitted Material Acquisition. Notwithstanding anything in the foregoing to the contrary, in the event that the Borrower makes any such election to adjust the Consolidated Leverage Ratio as set forth above during concurrent periods for Permitted Material Acquisitions occurring within any period of four full fiscal quarters following the date of the consummation of such Permitted Material Acquisitions, the Leverage Increase Period step downs (as set forth above) shall only apply for purposes occur after the end of the calculation referenced in this clause two and four (Brespectively) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time full fiscal quarters following the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose date of determining the permissibility consummation of the incurrence of any Incremental Commitments the proceeds most recent Permitted Material Acquisition (on account of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Consolidated Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (iiRatio was adjusted))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.

Consolidated Leverage Ratio. Permit The Company will not, at any time, permit the Consolidated Leverage Ratio as of the end of to exceed: ; provided that during any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Collateral Release Period”), the ratios set forth above shall be increased by 0.50:1.0; providedCompany will not, furtherat any time, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, permit the Consolidated Leverage Ratio to exceed 2.50 to 1.00. Notwithstanding the foregoing, if at any time the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Agreement for any period is increased or decreased, then, upon receipt of evidence thereof satisfactory to the Required Holders and, in the case of any such increase, so long as no Default or Event of Default shall have occurred and be continuing, (1) the maximum Consolidated Leverage Ratio permitted by this Agreement for such period shall be deemed to be increased or decreased by the same incremental amount as the increase or decrease in the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Facility for such period and (2) any changes to the defined terms used in the calculation of the end of such fiscal quarters “Consolidated Leverage Ratio” under the Bank Credit Agreement shall not be greater than 3.75:1.0 prior deemed to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect have been made to the following (and not for any other purpose): (A) defined terms used in the calculation of the Consolidated Leverage Ratio under this Agreement; provided, however, that in no event shall the maximum Consolidated Leverage Ratio permitted by this Agreement for any period ever exceed the maximum Consolidated Leverage Ratio (utilizing all relevant definitions appearing herein as of the end of any fiscal quarter of the Borrower First Amendment Effective Date) for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made period as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made Agreement as of the LCA Test Date First Amendment Effective Date. The Company will promptly, and in any event within five days of the occurrence thereof, give each of the holders of the Notes notice of any increase or decrease in the “Maximum Consolidated Leverage Ratio” permitted by the Bank Credit Agreement for any period. If any party to the Bank Credit Agreement shall receive or become entitled to any fee or other consideration in connection with respect its agreement to such Limited Condition Acquisition, so long as increase or decrease the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding “Maximum Consolidated Leverage Ratio” permitted by the delivery of such Qualified Acquisition CertificateBank Credit Agreement for any period, the Leverage Increase Period shall only apply for purposes holders of the calculation referenced Notes shall receive fees or other consideration in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time a proportionate amount based upon the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility relative outstanding principal amount of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion Notes and of the consideration for Debt outstanding under such Bank Credit Agreement. For the Qualified Acquisition triggering such avoidance of doubt, if at any time there shall be no Bank Credit Agreement in existence, the maximum Consolidated Leverage Increase Period Ratio (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made utilizing all relevant definitions appearing herein as of the LCA Test Date with respect to such Limited Condition Acquisition, so long First Amendment Effective Date) permitted by this Agreement for any period shall be that set forth herein as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not First Amendment Effective Date for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionperiod.

Consolidated Leverage Ratio. Permit the (a) Consolidated Leverage Ratio as Funded Indebtedness: (i) Funded Indebtedness of the end of any fiscal quarter of the BorrowerCompany and its Subsidiaries on a Consolidated basis (without duplication) determined in accordance with GAAP (except as expressly provided below): (A) all obligations, commencing with the first fiscal quarter of the Borrower ending on whether current or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisitionlong-term, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition borrowed money (including the fiscal quarter Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments $ (B) all purchase money Indebtedness $ (C) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business) $ (D) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments $ (E) all obligations in respect of the Borrower deferred purchase price of property or services (other than trade accounts payable in which such Qualified Acquisition was consummated) (such period the ordinary course of increase, a “Leverage Increase Period”business), including, without limitation, any Earn Out Obligations $ (F) all Attributable Indebtedness $ (G) to the ratios set forth above shall be increased by 0.50:1.0; providedextent constituting a non-contingent, further, thatquantifiable liability in accordance with GAAP, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end all obligations of such fiscal quarters shall not be greater than 3.75:1.0 prior Person to giving effect to another Leverage Increase Periodpurchase, redeem, retire, defease or otherwise make any payment in respect of any Permitted Disqualified Capital Stock in such Person or any other Person, and (ii) after all payment obligations arising under Guarantees of (A) reasonable indemnity obligations of Subsidiaries in connection with any Disposition of assets by such Subsidiaries permitted under this Agreement or any contribution of assets to a Subsidiary pursuant to an Investment permitted by Section 7.03 or (B) obligations of Subsidiaries under operating leases $ (H) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock (other than Permitted Disqualified Capital Stock) in such Person or any other Person, valued, in the consummation case of a Qualified Acquisitionredeemable preferred interest, each Leverage Increase Period shall only apply at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends $ (I) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed $ (J) all Guarantees with respect to Funded Indebtedness of the following (and not for any other purpose): types specified in clauses (A) the calculation through (I) above of another Person $ (K) all Funded Indebtedness of the types referred to in clauses (A) through (J) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that such Funded Indebtedness is expressly made non-recourse to such Person $ (ii) Consolidated Funded Indebtedness [(a)(i)(A) + (a)(i)(B) + (a)(i)(C) + (a)(i)(D) + (a)(i)(E) + (a)(i)(F) + (a)(i)(G) + (a)(i)(H) + (a)(i)(I) + (a)(i)(J) + (a)(i)(K)] $ (b) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date: (i) Consolidated Net Income $ For the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (ii) Consolidated Interest Charges for such period $ (iii) the provision for federal state, local and foreign income taxes paid or payable for such period $ (iv) depreciation and amortization expense for such period $ (v) any non-cash expenses, losses or charges for such period (including, without limitation, any non-cash stock based compensation expense for such period) which do not represent a cash item in such period or any future period $ (vi) solely to the extent approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), non-recurring cash expenses during such period resulting from restructuring charges and/or Adverse Proceedings (that have been disclosed to the Administrative Agent) in an aggregate amount not to exceed $15,000,000 for any Measurement Period $ (vii) net losses from discontinued operations for such period $ (viii) fees and expenses for such period in connection with any issuance of Qualified Capital Stock of the Company or any Permitted Acquisition in an aggregate amount not to exceed five percent (5%) of Consolidated EBITDA for such period (calculated without giving effect to the add back permitted pursuant to this clause (d)(viii)) $ For the following to the extent included in calculating such Consolidated Net Income (without duplication): (ix) all non-cash income or gains for such period $ (x) federal, state, local and foreign income tax credits received during such period $ (xi) all net gains from discontinued operations for such period $ (xii) Consolidated EBITDA [(c)(i) + (c)(ii) + (c)(iii) + (c)(iv) + (c)(v) + (c)(vi) + (c)(vii) + (c)(viii) – (c)(ix) – (c)(x) – (c)(xi)] $ (c) Consolidated Leverage Ratio as [(a)(ii) / (d)(xii)] :1.0 Compliance with Section 7.11(a) of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.Credit Agreement: Y ¨ N ¨

Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis Consolidated Total Indebtedness Consolidated EBITDA calculation: (i) Consolidated Net Income for such period; (ii) Consolidated Interest Expense for such period; (iii) Consolidated Amortization Expense for such period; (iv) Consolidated Depreciation Expense for such period; (v) Consolidated Tax Expense for such period; (vi) any restructuring charges, including any one-time costs incurred in connection with acquisitions after the Closing Date; (vii) the amount of net cost savings projected by Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost savings shall be calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;1 (viii) any costs or expenses incurred by Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Borrower or Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Capital Stock) of Borrower solely to the extent that such Net Cash Proceeds are excluded from the calculation set forth in the 1 (A) No such cost savings shall be added pursuant to clause (vii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in (vi) above with respect to such period. definition of “Available Amount”; (ix) any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting);2 (x) the amount of management, monitoring, consulting and advisory fees (including termination fees), closing fees and related indemnities and expenses paid or accrued in such period under the Sponsor Management Agreement to the extent permitted under Section 6.07 of the Revolving Credit Agreement; (xi) any transaction costs, fees, expenses or charges related to any equity offering, Investment permitted under Section 6.03, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (whether or not successful), including such fees, expenses or charges related to the offering of the Senior Notes; (xii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; and (xiii) the amount of any minority interest expense or non-controlling interest in income of consolidated Subsidiaries deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); (xiv) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than (A) the accrual of revenue or recording of receivables in the ordinary course of business and (B) the reversal of any accrual of a reserve referred to in clause (ix)) for such period; (xv) any net gain or loss resulting in such period from Hedging Obligations (including pursuant to the application of ASC No. 815 – “Derivatives and Hedging Overview”); plus or minus, as 2 If any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent. applicable; and (xvi) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk). Consolidated EBITDA ((x) the sum of (i) through (xiii) less (y) the sum of (xiv), plus or minus, as applicable, (xv) and (xvi))3 Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis [ ]:1.00 Maximum Consolidated Leverage Ratio Covenant Requirement No more than [ ]:1.00 3 Each item (i) – (xiii) shall be added in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication. Xxxxxxx Sachs Bank USA as Administrative Agent c/o Goldman Xxxxx & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 with a copy to Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: [ ] Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.08(b) of the Revolving Credit Agreement, dated as of June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the end of any fiscal quarter of the Borrower“Revolving Credit Agreement”), commencing with the first fiscal quarter of the Borrower ending on or after the Effective Dateamong BANKRATE, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increaseINC., a Delaware corporation (the “Leverage Increase PeriodBorrower”), the ratios set forth above shall be increased by 0.50:1.0; providedGuarantors, furtherthe lenders party thereto (the “Lenders”), thatXXXXXXX SACHS BANK USA, as joint syndication agent and administrative agent (iin such capacity, the “Administrative Agent”) for at least two fiscal quarters the Lenders, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent. Capitalized terms used herein but not defined shall have the meanings given to them in the Revolving Credit Agreement. Borrower hereby requests that on [ ]1 (the “Interest Election Date”), 1 Shall be a Business Day that is (a) the date hereof in the case of a conversion into ABR Loans to the Borrower immediately following each Leverage Increase Period, extent this Interest Election Request is delivered to the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 Administrative Agent prior to giving effect to another Leverage Increase Period11:00 a.m., New York City time on the date hereof, otherwise the Business Day following the date of delivery hereof, and (iib) after three Business Days following the consummation date hereof in the case of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect conversion into/continuation of Eurodollar Loans to the extent this Interest Election Request is delivered to the Administrative Agent prior to 2:00 p.m. New York City time on the date hereof, otherwise the fourth Business Day following (and not for any other purpose): (A) the calculation date of delivery hereof, in each case. 1. $[ ] of the Consolidated Leverage Ratio as presently outstanding principal amount of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it [Tranche A Revolving Loans][Tranche B Revolving Loans] originally made on [ ], 2. all presently being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may maintained as [ABR Loans][Eurodollar Loans], 3. be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.[converted into][continued as]

Consolidated Leverage Ratio. Permit The quotient resulting from dividing (i) the sum of (1) the Borrower’s allocable share of the aggregate amount of all Debt respecting the Borrower’s Investments (including, without limitation, the outstanding balance of the Loan) by (ii) the aggregate of (1) Aggregate Investment Capitalization of the Borrower’s allocable share of all the Borrower’s Investments (the “Consolidated Leverage Ratio”), plus (2) plus all cash and cash equivalents of the Borrower and the Borrower Subsidiaries, all as reasonably determined by the Agent in a manner consistent with the procedures and methods utilized by the Agent in analyzing the financial information provided by the Borrower prior to closing, shall at all times be less than seventy-five (75%) percent. The compliance with the Consolidated Leverage Ratio covenant shall be tested by the Agent on the Calculation Date with results based upon then current financial information, as of reasonably determined solely by the end of Agent. If such Consolidated Leverage Ratio covenant shall not be satisfied on any fiscal quarter of the BorrowerCalculation Date, commencing with the first fiscal quarter of the Borrower ending shall prepay a sufficient amount of principal outstanding on or after the Effective Date, to be greater than (x) until Loan such that if such principal reduction had been made on the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, Calculation Date the Consolidated Leverage Ratio as covenant would have been satisfied on such Calculation Date. It shall be an Event of Default if the end of Borrower fails to make such fiscal quarters shall a prepayment not be greater later than 3.75:1.0 prior the first to giving effect occur of: (i) ten (10) Business Days after Notice from Agent to another Leverage Increase Periodthe Borrower properly requesting the payment, and or (ii) after if the consummation Borrower has failed to give Agent and each of a Qualified Acquisitionthe Lenders sufficient reports to enable Agent to make the necessary calculations, each Leverage Increase Period forty-five (45) days following the applicable Calculation Date, provided the Borrower shall only apply with respect have an additional five (5) days to supply additional information to the following (and not for any other purpose): (A) Agent from the calculation of date the Consolidated Leverage Ratio as of the end of any fiscal quarter of Agent notifies the Borrower for purposes of determining compliance with this Section 8.11(a); (B) that the calculation required initial reports have been deemed insufficient by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionAgent.

Consolidated Leverage Ratio. Permit A. Indebtedness of the Company and its Subsidiaries at Statement Date: $ B. Consolidated EBITDA for Subject Period: $ C. Consolidated Leverage Ratio (Line I.A ÷ Line I.B): $ D. Maximum Permitted Consolidated Leverage Ratio: 3.5 to 1.0 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the end Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of any fiscal quarter of [the BorrowerAssignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, commencing with restated, extended, supplemented or otherwise modified from time to time, the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase PeriodCredit Agreement”), receipt of a copy of which is hereby acknowledged by the ratios Assignee. The Standard Terms and Conditions set forth above shall be increased in Annex 1 attached hereto are hereby agreed to and incorporated herein by 0.50:1.0; providedreference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, further[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], thatand [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) for at least two fiscal quarters all of [the Borrower immediately following each Leverage Increase PeriodAssignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Consolidated Leverage Ratio as Letters of Credit and the end of Swing Line Loans included in such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, facilities) and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (extent permitted to be assigned under applicable law, all claims, suits, causes of action and not for any other purpose): right of [the Assignor (A) in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the calculation Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Consolidated Leverage Ratio as of foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by rights and obligations sold and assigned pursuant to clause (di) in above (the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))i) and (Eii) the calculation required above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution[the][any] Assignor. 1. Assignor[s]: 2. Assignee[s] 3. Borrower(s):

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the BorrowerCompany to be greater than the ratio set forth below opposite such fiscal quarter: December 31, 2003; March 31, 2004; June 30, 2004; September 30, 2004; December 31, 2004; and March 31, 2005 3.50 to 1.00 June 30, 2005 and thereafter 3.25 to 1.00 With respect to any Acquisition consummated after the Amendment Effective Date the following shall apply: (i) commencing with on the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after Company next following the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation date of a Qualified each Acquisition, for each of the next four periods of four fiscal quarters of the Borrower immediately Company, Adjusted Consolidated EBITDA or Consolidated EBITDA, as applicable, with respect to the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall include the results of operations of the Person or assets so acquired on a historical pro forma basis, and which amounts may include such adjustments as in each case are reasonable under GAAP; (ii) commencing on the first fiscal quarter end of the Company next following the consummation date of such Qualified Acquisition (including the fiscal quarter each Acquisition, for each of the Borrower in which such Qualified Acquisition was consummated) (such period next four periods of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two four fiscal quarters of the Borrower immediately following each Leverage Increase PeriodCompany, Consolidated Interest Charges as a component of Consolidated EBITDA with respect to the Consolidated Leverage Ratio as shall include the results of operations of the end of Person or assets so acquired, which amounts shall be determined on a historical pro forma basis; provided, however, Consolidated Interest Charges shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, period on any Indebtedness repaid in connection with such Acquisition and (ii) after the consummation of a Qualified Acquisitioninclude interest expense on any Indebtedness (including Indebtedness hereunder) incurred, each Leverage Increase Period shall only apply acquired or assumed in connection with respect to the following such Acquisition (and not for any other purpose): “Incremental Debt”) calculated (A) the calculation of the Consolidated Leverage Ratio as if all such Incremental Debt had been incurred as of the end first day of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); such Four-Quarter Period and (B) at the calculation required by clause following interest rates: (dI) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the proviso Acquisition and in effect prior to the date of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such calculation may be made as Incremental Debt, equal to the rate of the LCA Test Date with respect interest actually applicable to such Limited Condition AcquisitionIncremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected period of such four fiscal quarters, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation case may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionbe.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter Measurement Period ending as of the Borrower, commencing with the first end of any fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.03.00 to 1.0; provided, that, upon the consummation occurrence of a Qualified Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including including, for the avoidance of doubt, the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a the “Leverage Increase Period”), the ratios ratio set forth above shall be increased by 0.50:1.0to 3.50 to 1.0; provided, further, that, (i) no more than one (1) Leverage Increase Period shall be in effect at any time, (ii) for at least two (2) fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 3.00 to 1.0 prior to giving effect to another Leverage Increase Period, and (iiiii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio for purposes of (A) determining compliance with the financial maintenance covenant set forth in this Section 7.11(a) as of the end of any period of four (4) consecutive fiscal quarters of the Borrower ending as of the last day of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); Borrower, and (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering with respect to which such Leverage Increase Period relates (it being understood and agreed that (1) if or, to the extent such Qualified Acquisition is a Limited Condition Acquisitionfinanced with the proceeds of an Incremental Facility or any Permitted Unsecured Debt, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any such Incremental Commitments Facility or such Permitted Unsecured Debt in connection with the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery consummation of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (iiAcquisition))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.

Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis Consolidated Total Indebtedness Consolidated EBITDA calculation: (i) Consolidated Net Income for such period; (ii) Consolidated Interest Expense for such period; (iii) Consolidated Amortization Expense for such period; (iv) Consolidated Depreciation Expense for such period; (v) Consolidated Tax Expense for such period; (vi) any restructuring charges, including any one-time costs incurred in connection with acquisitions after the Closing Date; (vii) the amount of net cost savings projected by Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost savings shall be calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;1 (viii) any costs or expenses incurred by Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Borrower or Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Capital Stock) of Borrower solely to the extent that such Net Cash Proceeds are excluded from the calculation set forth in the 1 (A) No such cost savings shall be added pursuant to clause (vii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in (vi) above with respect to such period. definition of “Available Amount”; (ix) any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting);2 (x) the amount of management, monitoring, consulting and advisory fees (including termination fees), closing fees and related indemnities and expenses paid or accrued in such period under the Sponsor Management Agreement to the extent permitted under Section 6.07 of the Revolving Credit Agreement; (xi) any transaction costs, fees, expenses or charges related to any equity offering, Investment permitted under Section 6.03, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (whether or not successful), including such fees, expenses or charges related to the offering of the Senior Notes; (xii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; and (xiii) the amount of any minority interest expense or non-controlling interest in income of consolidated Subsidiaries deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); (xiv) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than (A) the accrual of revenue or recording of receivables in the ordinary course of business and (B) the reversal of any accrual of a reserve referred to in clause (ix)) for such period; (xv) any net gain or loss resulting in such period from Hedging Obligations (including pursuant to the application of ASC No. 815 – “Derivatives and Hedging Overview”); plus or minus, as 2 If any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent. applicable; and (xvi) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk). Consolidated EBITDA ((x) the sum of (i) through (xiii) less (y) the sum of (xiv), plus or minus, as applicable, (xv) and (xvi))3 Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis [ ]:1.00 Maximum Consolidated Leverage Ratio Covenant Requirement No more than [ ]:1.00 3 Each item (i) – (xiii) shall be added in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication. Xxxxxxx Sachs Bank USA as Administrative Agent c/o Goldman Xxxxx & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 with a copy to Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: [ ] Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.08(b) of the Revolving Credit Agreement, dated as of June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the end of any fiscal quarter of the Borrower“Revolving Credit Agreement”), commencing with the first fiscal quarter of the Borrower ending on or after the Effective Dateamong BANKRATE, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increaseINC., a Delaware corporation (the “Leverage Increase PeriodBorrower”), the ratios set forth above shall be increased by 0.50:1.0; providedGuarantors, furtherthe lenders party thereto (the “Lenders”), thatXXXXXXX SACHS BANK USA, as joint syndication agent and administrative agent (iin such capacity, the “Administrative Agent”) for at least two fiscal quarters the Lenders, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent. Capitalized terms used herein but not defined shall have the meanings given to them in the Revolving Credit Agreement. Borrower hereby requests that on [ ]1 (the “Interest Election Date”), 1 Shall be a Business Day that is (a) the date hereof in the case of a conversion into ABR Loans to the Borrower immediately following each Leverage Increase Period, extent this Interest Election Request is delivered to the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 Administrative Agent prior to giving effect to another Leverage Increase Period11:00 a.m., New York City time on the date hereof, otherwise the Business Day following the date of delivery hereof, and (iib) after three Business Days following the consummation date hereof in the case of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect conversion into/continuation of Eurodollar Loans to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with extent this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition Interest Election Request is delivered to the Administrative Agent prior to 2:00 p.m. New York City time on such LCA Test Date and (2) notwithstanding the date hereof, otherwise the fourth Business Day following the date of delivery of such Qualified Acquisition Certificatehereof, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributioneach case.

Consolidated Leverage Ratio. Permit The quotient resulting from dividing (i) the sum of (1) the Borrower's and the REIT's Pro Rata share of the aggregate amount of all Debt respecting the Borrower, its Subsidiaries and Investments (including, without limitation, the outstanding balance of the Loan, but excluding the Debt under the Repo Agreement) by (ii) the REIT's Total Asset Value, all as reasonably determined by the Agent in a manner consistent with the procedures and methods utilized by the Agent in analyzing the financial information provided by the Borrower prior to closing, shall at all times be less than sixty (60%) percent. The compliance with the Consolidated Leverage Ratio covenant shall be tested by the Agent on the Calculation Date with results based upon then current financial information, as of reasonably determined solely by the end of Agent. If such Consolidated Leverage Ratio covenant shall not be satisfied on any fiscal quarter of the BorrowerCalculation Date, commencing with the first fiscal quarter of the Borrower ending shall prepay a sufficient amount of principal outstanding on or after the Effective Date, to be greater than (x) until Loan such that if such principal reduction had been made on the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, Calculation Date the Consolidated Leverage Ratio as covenant would have been satisfied on such Calculation Date. It shall be an Event of Default if the end of Borrower fails to make such fiscal quarters shall a prepayment not be greater later than 3.75:1.0 prior the first to giving effect occur of: (i) ten (10) Business Days after Notice from Agent to another Leverage Increase Periodthe Borrower properly requesting the payment, and or (ii) after if the consummation Borrower has failed to give Agent and each of a Qualified Acquisitionthe Lenders sufficient reports to enable Agent to make the necessary calculations, each Leverage Increase Period forty-five (45) days following the applicable Calculation Date, provided the Borrower shall only apply with respect have an additional five (5) days to supply additional information to the following (and not for any other purpose): (A) Agent from the calculation of date the Consolidated Leverage Ratio as of the end of any fiscal quarter of Agent notifies the Borrower for purposes of determining compliance with this Section 8.11(a); (B) that the calculation required initial reports have been deemed insufficient by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionAgent.

Consolidated Leverage Ratio. Permit the 2 A. Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than Funded Indebtedness (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) including the aggregate undrawn stated amount of all Financial Credits and all payment and reimbursement obligations due in respect thereof and (ii) excluding the aggregate undrawn stated amount of all Performance Credits, but including all payment and reimbursement obligations due in respect thereof) at Statement Date: $ ___________ B. Consolidated EBITDA for at least two four consecutive fiscal quarters ending on the date above (“Subject Period”): 1. Consolidated Net Income for Subject Period: $ ___________ 2. Consolidated Interest Charges for Subject Period: $ ___________ 3. Provision for income taxes for Subject Period: $ ___________ 4. Depreciation expenses for intangibles for Subject Period: $ ___________ 5. Amortization expenses for intangibles for Subject Period: $ ___________ 6. Any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of the Borrower immediately following each Leverage Increase Periodcost savings, the operating expense reductions, restructuring, severance, business optimization, integration, transition, decommissioning, lease termination payments, consolidation and other restructuring costs, charges, accruals, reserves or expenses in an amount not to exceed 25% of Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 EBITDA (calculated prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect any adjustment pursuant to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (dclause) in the proviso of the definition of “Permitted Acquisition” aggregate in respect any such cash costs, charges, accruals, reserves or expenses attributable to Holdings and its Subsidiaries for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering Subject Period: $ ___________ 7. Fees and expenses incurred during such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date period in connection with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the proposed or actual equity issuance or any proposed or actual issuance or incurrence of any Incremental Commitments Indebtedness, or any proposed or actual Acquisitions, Investments or Dispositions, including any financing fees and any merger and acquisition fees for Subject Period: $ ___________ 8. Any losses during such period resulting from the proceeds sale or Disposition of which will be used any assets of, or the discontinuation of any operations of, in each case, Holdings or any Subsidiary for Subject Period: $ ___________ 9. Non-cash charges and expenses that are either (a) related to finance all stock option awards or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period other equity compensation, (it being understood and agreed that (1b) if such Qualified Acquisition is a Limited Condition in connection with any Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and Investment or Disposition or (2c) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply impairment charges for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.Subject Period: $ ___________

Consolidated Leverage Ratio. Permit the (a) If, as of September 30, 2015, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 3.10 : 1.00, as of September 30, 2016, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 2.70 :1.00, or as of August 31, 2017, Borrower and its Subsidiaries maintain a Consolidated Leverage Ratio greater than 2.25 : 1.00, then by the end date that is thirty (30) days after such date (the “Specified Date”), Borrower shall provide evidence, in form and substance to Administrative Agent, that (i) Borrower has increased the amount of any fiscal quarter cash on Borrower’s balance sheet resulting from Borrower’s operations in an amount at least equal to the Specified Cure Amount, (ii) Parent Guarantor has increased the amount of cash of Parent Guarantor’s balance sheet resulting from Parent Guarantor’s operations in an amount at least equal to the Specified Cure Amount, (iii) Parent Guarantor has sold or issued Equity Interests and the net cash proceeds of such sale or issuance are at least equal to the Specified Cure Amount, or (iv) Parent Guarantor has caused a letter-of-credit to be issued for the benefit of Administrative Agent by the Parent Guarantor Revolving Lender in an original face amount at least equal to the Specified Cure Amount (a “Specified Letter-of-Credit”). (b) On the applicable Specified Date, Borrower shall prepay the Outstanding Amount of the BorrowerTerm Loans in an amount equal to the Specified Cure Amount as if Borrower had elected to make a voluntary prepayment pursuant to the provisions of Section 2.03(b); provided that, commencing with if Borrower has elected to require Parent Guarantor to cause a Specified Letter-of-Credit to be issued for the first fiscal quarter benefit of the Borrower ending Administrative Agent, then, at any date on or after the Effective applicable Specified Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation Administrative Agent may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered draw on such LCA Test Date Specified Letter-of-Credit and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used such Specified Letter-of-Credit as if Borrower had elected to finance all or make a portion voluntary prepayment of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as Outstanding Amount of the LCA Test Date with respect Term Loans pursuant to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso provisions of Section 8.03(g)(i2.03(b) for on the purpose of determining applicable Specified Date in an amount equal to the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionSpecified Cure Amount.

Consolidated Leverage Ratio. Permit the (a) The Consolidated Leverage Ratio Ratio, as of at the end of any fiscal quarter of the Borrower, commencing with the first each fiscal quarter of the Borrower ending on or after (beginning with the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective DateSeptember 30, 4.00:1.0 and (y) thereafter2011), 3.75:1.0shall be less than or equal to 5.00 to 1.0; provided, that, upon provided that subsequent to the consummation of a Qualified Acquisition, for each the Consolidated Leverage Ratio, as at the end of the four three consecutive fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition Acquisition, shall be less than or equal to 5.50 to 1.0. (including b) For purposes of calculating compliance with the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios financial covenant set forth above shall be increased by 0.50:1.0; provided, further, that, in Section 5.12(a): (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to all Permitted Acquisitions subsequent to the following (and not for any other purpose): (A) the calculation of the Effective Date, Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date EBITDA with respect to such Limited Condition Acquisitionnewly acquired assets shall be calculated on a pro forma basis as if such acquisition had occurred at the beginning of the applicable twelve month period of determination; provided, so long as the Qualified Acquisition Certificate that with respect to all Permitted Acquisitions with limited or no prior operating history (or with a prior operating history that does not reliably indicate future operating results), Consolidated EBITDA shall be deemed to be the amount approved by the Agent as the projected Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Permitted Acquisition is delivered for the first twelve-month period following such Permitted Acquisition (such amount to be determined based on customer contracts relating to such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition CertificatePermitted Acquisition, the Leverage Increase Period shall only apply for purposes creditworthiness of the calculation referenced in this clause (B) other parties to such contracts, and not for any projected revenues from such contracts, capital costs and expenses, oil and gas reserve and production estimates, commodity price assumptions and other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause reasonable factors deemed appropriate by Agent); and (ii))); (C) Consolidated EBITDA may include, at the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of Borrower’s option, any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made Project EBITDA Adjustments as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) provided in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributiondefinition thereof.

Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis Consolidated Total Indebtedness Consolidated EBITDA calculation: (i) Consolidated Net Income for such period; (ii) Consolidated Interest Expense for such period; (iii) Consolidated Amortization Expense for such period; (iv) Consolidated Depreciation Expense for such period; (v) Consolidated Tax Expense for such period; (vi) any restructuring charges, including any one-time costs incurred in connection with acquisitions after the Closing Date; (vii) the amount of net cost savings projected by Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost savings shall be calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;1 (viii) any costs or expenses incurred by Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Borrower or Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Capital Stock) of Borrower solely to the extent that such Net Cash Proceeds are excluded from the calculation set forth in the definition of “Available Amount”; 1 (A) No such cost savings shall be added pursuant to clause (vii) to the extent duplicative of any expenses or charges relating to such cost savings that are included in (vi) above with respect to such period. (ix) any other non-cash charges, expenses or losses reducing Consolidated Net Income for such period (including any impairment charges or the impact of purchase accounting);2 (x) the amount of management, monitoring, consulting and advisory fees (including termination fees), closing fees and related indemnities and expenses paid or accrued in such period under the Sponsor Management Agreement to the extent permitted under Section 6.07 of the Revolving Credit Agreement; (xi) any transaction costs, fees, expenses or charges related to any equity offering, Investment permitted under Section 6.03, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (whether or not successful), including such fees, expenses or charges related to the offering of the Senior Notes; (xii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; and (xiii) the amount of any minority interest expense or non-controlling interest in income of consolidated Subsidiaries deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); (xiv) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than (A) the accrual of revenue or recording of receivables in the ordinary course of business and (B) the reversal of any accrual of a reserve referred to in clause (ix)) for such period; (xv) any net gain or loss resulting in such period from Hedging Obligations (including pursuant to the application of ASC No. 815 – “Derivatives and Hedging Overview”); plus or minus, as applicable; and 2 If any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent. (xvi) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk). Consolidated EBITDA ((x) the sum of (i) through (xiii) less (y) the sum of (xiv), plus or minus, as applicable, (xv) and (xvi))3 Consolidated Total Indebtedness of Borrower and its Restricted Subsidiaries to Consolidated EBITDA, on a Pro Forma Basis [ ]:1.00 Maximum Consolidated Leverage Ratio Covenant Requirement No more than [ ]:1.00 3 Each item (i) – (xiii) shall be added in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication. Xxxxxxx Sachs Bank USA as Administrative Agent c/o Goldman Xxxxx & Co. 00 Xxxxxx Xxxxxx, 36th Floor Jersey City, NJ 07302 with a copy to Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: [ ] Ladies and Gentlemen: This Interest Election Request is delivered to you pursuant to Section 2.08(b) of the Revolving Credit Agreement, dated as of June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the end of any fiscal quarter of the Borrower“Revolving Credit Agreement”), commencing with the first fiscal quarter of the Borrower ending on or after the Effective Dateamong BANKRATE, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increaseINC., a Delaware corporation (the “Leverage Increase PeriodBorrower”), the ratios set forth above Guarantors, the lenders party thereto (the “Lenders”), XXXXXXX SACHS BANK USA, as joint syndication agent and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent. Capitalized terms used herein but not defined shall have the meanings given to them in the Revolving Credit Agreement. Borrower hereby requests that on [ ]1 (the “Interest Election Date”), 1. $[ ] of the presently outstanding principal amount of the [Tranche A Revolving Loans][Tranche B Revolving Loans] originally made on [ ], 1 Shall be a Business Day that is (a) the date hereof in the case of a conversion into ABR Loans to the extent this Interest Election Request is delivered to the Administrative Agent prior to 11:00 a.m., New York City time on the date hereof, otherwise the Business Day following the date of delivery hereof, and (b) three Business Days following the date hereof in the case of a conversion into/continuation of Eurodollar Loans to the extent this Interest Election Request is delivered to the Administrative Agent prior to 2:00 p.m. New York City time on the date hereof, otherwise the fourth Business Day following the date of delivery hereof, in each case. 2. all presently being maintained as [ABR Loans][Eurodollar Loans], 3. be [converted into][continued as] 4. [Eurodollar Loans having an Interest Period of [one/two/three/six[/nine][/twelve] months][ABR Loans].2 The undersigned hereby certifies on behalf of Borrower and not his individual capacity that the following statements are true on the date hereof, and will be true on the proposed Interest Election Date, both before and after giving effect thereto and to the application of the proceeds therefrom: the foregoing [conversion] [continuation] complies with the terms and conditions of the Revolving Credit Agreement (including, without limitation, Section 2.08 of the Revolving Credit Agreement). 2 If no Interest Period is specified for a Eurodollar Borrowing, then the Interest Period shall be increased deemed to be of one month’s duration. Borrower has caused this Interest Election Request to be executed and delivered by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio its duly authorized officer as of the end date first written above. BANKRATE, INC. By: Name: Title: [ ] XXXXXXX XXXXX BANK USA, as joint syndication agent and administrative agent (in such capacity as the “Administrative Agent”) under the Revolving Credit Agreement, dated as of such fiscal quarters shall not be greater than 3.75:1.0 prior June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to giving effect to another Leverage Increase Periodtime, the “Revolving Credit Agreement”), among BANKRATE, INC., a Delaware corporation (“Borrower”), the Guarantors, the lenders party thereto (the “Lenders), and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Revolving Credit Agreement. [Contact Information for Issuing Bank to be inserted] Ladies and Gentlemen: We hereby request that [ ], as Issuing Bank under the Revolving Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] Letter of Credit for the account of the undersigned1 on [ ]2 (iithe “Date of [Issuance] [Amendment] [Renewal] [Extension]”) after in the consummation aggregate stated amount of [ ]. [Such Letter of Credit was originally issued on [date]. In connection with this request, the undersigned encloses [ ]3. For purposes of this LC Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Revolving Credit Agreement shall have the respective meaning provided therein. The beneficiary of the requested Letter of Credit [will be] [is] [ ]4, and such Letter of Credit [will be] [is] in support of [ ]5 and [will have] [has] a stated expiration date of [ ]6. [Describe the nature of the amendment, renewal or extension.] 1 Note that if the LC Request is for the account of a Qualified AcquisitionSubsidiary, each Leverage Increase Period Borrower shall only apply be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end account or in favor of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionSubsidiary.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.03.75:1.00; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios ratio set forth above shall be increased by 0.50:1.00.50:1.00; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 3.75:1.00 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))proviso); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))proviso); (D) the calculations required by Section 8.02(j) or (r) for the purpose of determining the permissibility of the making of the Investments as specified therein and the calculations required by Section 8.05(b) for the purpose of determining the permissibility of certain Dispositions as specified therein; and (E) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (DE) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (iiproviso))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, Holdings to be greater than (xi) until the end of the fourth full for any fiscal quarter ending after during the Effective Dateperiod from the Closing Date to and including March 31, 4.00:1.0 2017, 4.00 to 1.0, (ii) for any fiscal quarter ending during the period from June 30, 2017 through and including March 31, 2018, 3.75 to 1.0, (iii) for any fiscal quarter ending during the period from June 30, 2018 through and including March 31, 2019, 3.50 to 1.0 and (yiv) for any fiscal quarter ending thereafter, 3.75:1.03.25 to 1.0; provided, thathowever, that the Consolidated Leverage Ratio levels set forth above may, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, for each be increased by 0.25:1.00 (a “quarter-turn”) in connection with one or more Permitted Acquisitions made within a six-month period, with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn-Out Obligations) and Equity Interests) paid in connection therewith in excess of $10,000,000 (each such Permitted Acquisition or series of Permitted Acquisitions, collectively, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down (returning the required Consolidated Leverage Ratio to the then otherwise required ratio) for the first period of four fiscal quarters of ending after the Borrower immediately following the consummation of date that is six months after such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”Permitted Acquisition(s), the ratios set forth above shall be increased by 0.50:1.0; provided, further, provided further that, (ix) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Periodin any event, the maximum Consolidated Leverage Ratio as for any period of the end of such four fiscal quarters shall not be increased to be greater than 3.75:1.0 prior to giving effect to another 0.25:1.00 (a “quarter-turn”) more than the otherwise required Consolidated Leverage Increase PeriodRatio as provided above, and (iiy) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of levels shall not be increased pursuant to the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) foregoing proviso on more than two occasions in the period from the Closing Date through the Revolving Loan Maturity Date and (z) following any increase in the Consolidated Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Leverage Ratio level pursuant to the foregoing proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of until after the LCA Test Date with respect to such Limited Condition Acquisition, so long as required Consolidated Leverage Ratio has been at the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise applicable level set forth in this clause above (ii))); (C) without giving effect to any increase pursuant to the calculation required by Section 2.16(d)(iiiforegoing proviso) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionat least one full fiscal quarter.

Consolidated Leverage Ratio. Permit the (a) The Consolidated Leverage Ratio Ratio, as of at the end of any fiscal quarter of the Borrower, commencing with the first each fiscal quarter of the Borrower ending on or after (beginning with the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Dateended September 30, 4.00:1.0 and (y) thereafter2013), 3.75:1.0shall be less than or equal to 5.00 to 1.0; provided, that, upon provided that subsequent to the consummation of a Qualified Acquisition, for each the Consolidated Leverage Ratio, as at the end of the four three consecutive fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition Acquisition, shall be less than or equal to 5.50 to 1.0. (including b) For purposes of calculating compliance with the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios financial covenant set forth above shall be increased by 0.50:1.0; provided, further, that, in Section 5.11(a): (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to all Permitted Acquisitions on or subsequent to the following (and not for any other purpose): (A) the calculation of the Effective Date, Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date EBITDA with respect to such Limited Condition Acquisitionnewly acquired assets shall be calculated on a pro forma basis as if such acquisition had occurred at the beginning of the applicable twelve-month period of determination; provided, so long as the Qualified Acquisition Certificate that with respect to all Permitted Acquisitions with limited or no prior operating history (or with a prior operating history that does not reliably indicate future operating results), Consolidated EBITDA shall be deemed to be the amount approved by the Lender as the projected Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Permitted Acquisition is delivered for the first twelve-month period following such Permitted Acquisition (such amount to be determined based on customer contracts relating to such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition CertificatePermitted Acquisition, the Leverage Increase Period shall only apply for purposes creditworthiness of the calculation referenced in this clause (B) other parties to such contracts, and not for any projected revenues from such contracts, capital costs and expenses, oil and gas reserve and production estimates, commodity price assumptions and other purpose, unless and until such Qualified Acquisition is consummated (after which time reasonable factors deemed appropriate by the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause Lender); and (ii))); (C) Consolidated EBITDA may include, at the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of Borrower’s option, any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made Project EBITDA Adjustments as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) provided in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributiondefinition thereof.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio Funded Indebtedness2 (as of the end date of any fiscal quarter of the Borrower, commencing this Officer’s Certificate with the first fiscal quarter of respect to the Borrower ending and its Subsidiaries on a consolidated basis, without duplication) the sum of: (a) all obligations for borrowed money, whether current or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition long-term (including the fiscal quarter Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; $ (b) all purchase money Indebtedness; $ (c) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than letters of credit incurred to support commercial transactions, bid bonds, payment bonds and performance bonds arising in the ordinary course of business), in each case net of the Borrower amount of cash collateral securing such obligations; $ (d) all obligations in which such Qualified Acquisition was consummated) respect of the deferred purchase price of property or services (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, other than (i) for at least two fiscal quarters trade accounts payable and other accrued liabilities in the ordinary course of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as business (including deferred payments in respect of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, services by employees) and (ii) after any earn-out obligation or other post-closing balance sheet adjustment prior to such time as it becomes a liability on the consummation balance sheet of such Person in accordance with GAAP or that exists on the balance sheet of such Person on a non-interest accruing basis and is paid within thirty days of the date such obligation becomes a liability on the balance sheet); $ (e) all Attributable Indebtedness; $ (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a Qualified Acquisitionredeemable preferred interest, each Leverage Increase Period shall only apply with respect to at the following (greater of its voluntary or involuntary liquidation preference plus accrued and not for any other purpose): (A) unpaid 1 In the calculation of the Consolidated Leverage Ratio as of the end event of any fiscal quarter of conflict between the Borrower for purposes of determining compliance with this Section 8.11(a); (B) formulas set forth herein and the calculation required by clause (d) formulas provided in the proviso of Credit Agreement, the Credit Agreement shall govern. 2 Per the definition of “Permitted AcquisitionConsolidated Leverage Ratio” for the purpose of determining the permissibility in Section 1.01 of the consummation Credit Agreement, for purposes of calculating the Consolidated Leverage Ratio, the Convertible Notes shall be excluded from “Consolidated Funded Indebtedness” to the extent that the amount of cash needed to repay the Convertible Notes is in the Blocked Account. dividends (other than any such obligations, to the extent such obligations constitute Indebtedness (i) arising pursuant to the terms of any employee agreement, employee equity subscription agreement, stock purchase, grant or option agreement or similar agreement or plan or (ii) in respect of Restricted Payments of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed Borrower that (1are made pursuant to Section 8.06(c) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date Credit Agreement); $ (g) all Guarantees with respect to Indebtedness of the types specified in (a) through (f) above of another Person; and $ (h) all Indebtedness of the types referred to in (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Limited Condition Person (i) (a) + (b) + (c) + (d) + (e) + (f) + (g) + (h) = $ Consolidated Adjusted EBITDA3 (for most recently completed four Fiscal Quarters, for the Borrower and its Subsidiaries on a consolidated basis) = the sum of: (j) Consolidated Net Income for such period $ (k) plus the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges for such period, $ (ii) the provision for federal, state, local and foreign income taxes payable for such period, $ (iii) the amount of depreciation and amortization expense for such period, $ (iv) all non-cash charges for such period except to the extent constituting an accrual of a reserve for a cash expenditure to be made, or reasonably anticipated to be made, in a future period, 3 Notwithstanding the calculation for Consolidated Adjusted EBITDA set forth herein, the Consolidated Adjusted EBITDA for the first Fiscal Quarter of 2011 is deemed to be $30,043,000 and the Consolidated Adjusted EBITDA for the second Fiscal Quarter of 2011 is deemed to be $30,404,000, per the definition of “Consolidated Adjusted EBITDA” in Section 1.01 of the Credit Agreement. $ (v) one time expenses actually incurred in connection with the Ophir Acquisition, so long as including integration costs and expenses, and the Qualified Acquisition Certificate Credit Agreement not to exceed $15,000,000 in the aggregate, $ (vi) any losses from such period resulting from the Disposition of any asset of the Borrower or any Subsidiary outside of the ordinary course of business, including, without limitation, any net loss from discontinued operations and any net loss on disposal of discontinued operations, in any case to the extent permitted by the Credit Agreement, $ (vii) non-cash losses attributable to the write-down of assets (excluding write-downs of inventory and accounts receivable), $ (viii) other extraordinary, unusual or non-recurring charges, expenses or losses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, $ (ix) non-cash stock compensation expenses for such period which do not represent a cash item in such period or any future period, $ (x) all unrealized non-cash losses under Swap Contracts during such period, $ (xi) non-cash charges resulting from the application of FASB ASC 805\FAS 141R with respect to earn-outs incurred by the Borrower or any of its Subsidiaries in connection with the Ophir Acquisition or any Permitted Acquisition, $ (xii) any expense deducted in calculating Consolidated Net Income for such Qualified Acquisition period and reimbursed or advanced (including through a purchase price adjustment) during such period by third parties (but only to the extent such reimbursement or advance is delivered on not or has not previously been included in the determination of Consolidated Net Income), $ (xiii) currency translation losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk) and $ (xiv) one time fees, costs and expenses actually incurred in connection with Permitted Acquisitions and other non-recurring losses, expenses or charges recorded or recognized by the Borrower or any of its Subsidiaries during such LCA Test Date and period in an aggregate amount not to exceed $4,000,000 in any Fiscal Year $ (2l) notwithstanding (k)(i)+ (k)(ii)+ (k)(iii)+ (k)(iv)+ (k)(v)+ (k)(vi)+ (k)(vii)+ (k)(viii)+ (k)(ix)+ (k)(x)+ (k)(xi)+ (k)(xii)+ (k)(xiii)+ (k)(xiv) = $ (m) minus the delivery following to the extent included in calculating such Consolidated Net Income (without duplication): (i) all non-cash income for such period except to the extent constituting an accrual of a reserve for a cash receipt to be received, or reasonably expected to be received, in a future period, $ (ii) any income or gain from such Qualified Acquisition Certificate, period resulting from the Leverage Increase Period shall only apply for purposes Disposition of any asset of the calculation referenced in this clause (B) and not for Borrower or any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility Subsidiary outside of the incurrence ordinary course of business, including, without limitation, any Incremental Commitments net income from discontinued operations and any net income or gain on disposal of discontinued operations, $ (iii) non-cash gains attributable to the proceeds write-up of which will be used to finance all assets (excluding write-ups of inventory and accounts receivable), $ (iv) extraordinary, unusual or a portion non-recurring income or gains of the consideration for Borrower and its Subsidiaries increasing such Consolidated Net Income which does not represent a cash item in such period or any future period, $ (v) all unrealized non-cash gains under Swap Contracts during such period, $ (vi) non-cash income resulting from the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as application of the LCA Test Date FASB ASC 805\FAS 141R with respect to such Limited Condition earn-outs incurred by the Borrower or any of its Subsidiaries in connection with the Ophir Acquisition or any Permitted Acquisition, so long as and $ (vii) currency translation gains related to currency remeasurements of Indebtedness (including the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and net loss or gain resulting from Swap Contracts for currency exchange risk) (2n) notwithstanding the delivery of such Qualified Acquisition Certificate, the (m)(i)+ (m)(ii)+ (m)(iii)+ (m)(iv)+ (m)(v)+ (m)(vi)+ (m)(vii) = $ (o) Consolidated Adjusted EBITDA = (j) + (l) – (n) = $ Consolidated Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause Ratio = (Ci) and not for any other purpose, unless and until such Qualified Acquisition is consummated : (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (Do) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.= . :1.004

Consolidated Leverage Ratio. Permit the Maintain a Consolidated Leverage Ratio as of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of any each fiscal quarter of the Borrower, commencing with of not greater than 3.50:1.00. provided, however, that the first fiscal quarter Consolidated Leverage Ratio level set forth above may, at the election of the Borrower ending on or after and upon written notice to the Effective Date, Administrative Agent prior to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Permitted Acquisition, for each be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the four fiscal quarters maximum amount of the Borrower immediately following the consummation of such Qualified Acquisition any deferred purchase price obligations (including the fiscal quarter Borrower’s good faith estimate of the Borrower any anticipated Earn Out Obligations) and Equity Interests) paid in which connection therewith in excess of $150,000,000 (each such Qualified Acquisition was consummated) (such period of increasePermitted Acquisition, a “Leverage Increase PeriodQualified Permitted Acquisition”), with a 0.25:1.0 step-down for the ratios set forth above shall be increased by 0.50:1.0first four fiscal quarter period ending after the date that is six months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve months after such Permitted Acquisition; provided, further, provided further that, (ix) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Periodin any event, the maximum Consolidated Leverage Ratio as for any period of the end of such four fiscal quarters shall not be increased to be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period4.00:1.00, and (iiy) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of the end of this Credit Agreement and (z) following any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) increase in the Consolidated Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Leverage Ratio level pursuant to the foregoing proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of until after the LCA Test Date with respect to such Limited Condition Acquisition, so long as required Consolidated Leverage Ratio has been at the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise applicable level set forth in this clause above (ii))); (C) without giving effect to any increase pursuant to the calculation required by Section 2.16(d)(iiiforegoing proviso) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionat least one full fiscal quarter.

Consolidated Leverage Ratio. Permit the The Consolidated Leverage Ratio as shall not at any time prior to June 30, 1996 (or, if earlier, the date on which the Borrower has received cumulative net proceeds of $100,000,000 from the issuance of equity securities after the date of this Agreement) exceed 0.60 to 1.00 and shall not at any time thereafter exceed 0.50 to 1.00; provided, however, that in the calculation of Indebtedness solely for purposes of this Section 6.01(b), (i) Indebtedness shall not include indebtedness for money borrowed incurred solely for the -73- 79 purpose of hedging foreign currency exchange risk for which the sole source of repayment is a cash collateral deposit, (ii) Indebtedness shall not include Indebtedness of any Special Purpose Subsidiary, (iii) with respect to Guarantees of obligations of any Special Purpose Subsidiary other than Guarantees solely for completion or operation of the end of any fiscal quarter of the Borrowerrelated Project, commencing with the first fiscal quarter an amount shall be included in Indebtedness of the Borrower ending on or after equal to the Effective Date, to be greater than (x) until the end lesser of the fourth full fiscal quarter ending after Indebtedness of such Special Purpose Subsidiary and the Effective Dateamount of such Guarantee, 4.00:1.0 and (yiv) thereafterwith respect to Guarantees of completion or operation obligations of any Special Purpose Subsidiary, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters an amount shall be included in Indebtedness of the Borrower immediately following equal to 25% of the consummation lesser of the outstanding amount of the Indebtedness of such Qualified Acquisition Special Purpose Subsidiary and the maximum amount payable by the Borrower pursuant to such Guarantee (including the fiscal quarter after giving effect to any Guarantee of obligations of such Special Purpose Subsidiaries included in clause (iii) above) until completion of the Project and operation thereof in accord with the operating standards required under the terms of the financing agreement of the Indebtedness of such Special Purpose Subsidiary, after which time no amount shall be included in such calculation, except that if at any time such Special Purpose Subsidiary is in default of its obligations (until such default is remedied or cured) under the financing agreement of such Indebtedness and the Borrower in which is obligated to make payments pursuant to such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”)Guarantee, the ratios set forth above amount to be included shall be increased by 0.50:1.025% of the outstanding amount of the Indebtedness of such Special Purpose Subsidiary; and provided, further, that, (i) for at least two fiscal quarters that in the calculation of Indebtedness of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply solely for the purposes otherwise set forth in of this clause (iiSection 6.01(b))); (C) , an amount shall be included on account of Letters of Credit equal to monetary damages, if any, which are due but unpaid according to the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence terms of any Incremental Commitments Project Documents to which the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery beneficiary of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes Letter of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition Credit is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionentitled.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the BorrowerCompany to be greater than 3.50 to 1.00; provided that, commencing in connection with the first fiscal quarter of the Borrower ending any Permitted Acquisition occurring on or after the First Amendment Effective Date, to be greater than Date for which the Acquisition Consideration equals or exceeds $125,000,000 (xa “Material Acquisition”) until at the end election of the fourth full fiscal quarter ending after Company (other than in the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon case of the consummation of a Qualified Harmony Acquisition, for each with prior written notice to the Administrative Agent) (which election is hereby deemed to have been made by the Company on the Harmony Acquisition Closing Date in respect of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”Harmony Acquisition), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the maximum Consolidated Leverage Ratio as of the end of each of (i) the four consecutive fiscal quarters, beginning with the fiscal quarter in which such fiscal quarters Permitted Acquisition occurs, shall not be greater than 3.75:1.0 prior increased to giving effect 4.00 to another Leverage Increase Period1.00 (or, solely in the case of the Harmony Acquisition, 4.25 to 1.00) and (ii) after the consummation fifth and sixth consecutive fiscal quarters (or, if terminated as provided below, such shorter period) (the first through sixth fiscal quarters being the “Adjustment Period”) shall be increased to 3.75 to 1.00 (or, solely in the case of a Qualified the Harmony Acquisition, each 4.00 to 1.00); provided further that (x) there shall be no more than four (4) Adjustment Periods during the term of this Agreement (including the Adjustment Period implemented on the Harmony Acquisition Closing Date), (y) subject, in the case of any Material Acquisition that constitutes a Limited Condition Transaction, to Section 1.10, to the extent required in determining the permissibility of (1) any Permitted Acquisition that constitutes a Material Acquisition, the increase in the maximum Consolidated Leverage Increase Ratio during any Adjustment Period shall apply only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation determinations required by clause (dc) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1Section 8.01(o) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or Facility Loans in connection with a portion of the consideration for the Qualified Permitted Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is constitutes a Limited Condition Material Acquisition, such calculation may be made as of the LCA Test Date increase in the maximum Consolidated Leverage Ratio during any Adjustment Period shall apply only with respect to the calculation of Consolidated Leverage Ratio on a Pro Forma Basis required in connection with the incurrence of such Limited Condition AcquisitionIncremental Facility Loans and (z) notwithstanding anything to the contrary in the foregoing, so long as the Qualified Acquisition Certificate increase in the maximum Consolidated Leverage Ratio during any Adjustment Period shall apply with respect to such Qualified Acquisition is delivered the calculation of the Consolidated Leverage Ratio on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply a Pro Forma Basis for purposes of the calculation referenced in this clause (Cdetermining compliance with Sections 8.06(e) and 8.06(f). Following the expiration (or termination, as provided below) of any Adjustment Period, the maximum Consolidated Leverage Ratio cannot for any other purpose, unless be subsequently increased again as provided in the first proviso above (and a subsequent Adjustment Period cannot commence) until such Qualified Acquisition is consummated (after which time the Company has delivered a quarterly Compliance Certificate evidencing that it was in compliance with the maximum Consolidated Leverage Increase Period shall only apply for the purposes otherwise Ratio as set forth in this clause Section 8.11 (ii))); (D) after the calculation required by clause (B) decrease in such maximum Consolidated Leverage Ratio following the proviso expiration, or termination, of Section 8.03(g)(isuch Adjustment Period) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and at least two (2) notwithstanding the delivery of such Qualified Acquisition Certificateconsecutive Fiscal Quarters. The Company may terminate any Adjustment Period early, the Leverage Increase Period shall only apply for purposes of the calculation referenced at any time, at its election in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionits sole discretion.

Consolidated Leverage Ratio. Permit The quotient resulting from dividing (i) the sum of (1) the Borrower’s and the REIT’s Pro Rata share of the aggregate amount of all Debt respecting the Borrower, its Subsidiaries and Investments (including, without limitation, the outstanding balance of the Loan), by (ii) the REIT’s Total Asset Value, all as reasonably determined by the Agent in a manner consistent with the procedures and methods utilized by the Agent in analyzing the financial information provided by the Borrower prior to closing, shall at all times be less than fifty five (55%) percent. The compliance with the Consolidated Leverage Ratio covenant shall be tested by the Agent on the Calculation Date with results based upon then current financial information, as of reasonably determined solely by the end of Agent. If such Consolidated Leverage Ratio covenant shall not be satisfied on any fiscal quarter of the BorrowerCalculation Date, commencing with the first fiscal quarter of the Borrower ending shall prepay a sufficient amount of principal outstanding on or after the Effective Date, to be greater than (x) until Loan such that if such principal reduction had been made on the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, Calculation Date the Consolidated Leverage Ratio as covenant would have been satisfied on such Calculation Date. It shall be an Event of Default if the end of Borrower fails to make such fiscal quarters shall a prepayment not be greater later than 3.75:1.0 prior the first to giving effect occur of: (i) ten (10) Business Days after Notice from Agent to another Leverage Increase Periodthe Borrower properly requesting the payment, and or (ii) after if the consummation Borrower has failed to give Agent and each of a Qualified Acquisitionthe Lenders sufficient reports to enable Agent to make the necessary calculations, each Leverage Increase Period forty-five (45) days following the applicable Calculation Date, provided the Borrower shall only apply with respect have an additional five (5) days to supply additional information to the following (and not for any other purpose): (A) Agent from the calculation of date the Consolidated Leverage Ratio as of the end of any fiscal quarter of Agent notifies the Borrower for purposes of determining compliance with this Section 8.11(a); (B) that the calculation required initial reports have been deemed insufficient by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionAgent.

Consolidated Leverage Ratio. (i) Permit the Consolidated Leverage Ratio as of the end of the fiscal quarter of the Company ending April 30, 2020 to be greater than 5.25 to 1.00; and (ii) Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower Company ending on or after the Effective Date, Suspension Period End Date and set forth below to be greater than 3.50 to 1.00the ratio set forth below opposite such period: ; provided that, in connection with any Permitted Acquisition occurring on or after the First Amendment EffectiveSuspension Period End Date for which the Acquisition Consideration equals or exceeds $125,000,000 (xa “Material Acquisition”) until at the end election of the fourth full fiscal quarter ending after Company (other than in the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon case of the consummation of a Qualified Harmony Acquisition, for each with prior written notice to the Administrative Agent) (which election is hereby deemed to have been made by the Company on the Harmony Acquisition Closing Date in respect of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”Harmony Acquisition), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the maximum Consolidated Leverage Ratio as of the end of each of (i) the four consecutive fiscal quarters, beginning with the fiscal quarter in which such fiscal quarters Permitted Acquisition occurs, shall not be greater than 3.75:1.0 prior increased to giving effect 4.00 to another Leverage Increase Period1.00 (or, solely in the case of the Harmony Acquisition, 4.25 to 1.00) and (ii) after the consummation fifth and sixth consecutive fiscal quarters (or, if terminated as provided below, such shorter period) (the first through sixth fiscal quarters being the “Adjustment Period”) shall be increased to 3.75 to 1.00 (or, solely in the case of a Qualified the Harmony Acquisition, each 4.00 to 1.00); provided further that (x) there shall be no more than fourthree (43) Adjustment Periods during the term of this Agreement (including the Adjustment Period implemented on the Harmony Acquisition Closing Date), (y) subject, in the case of any Material Acquisition that constitutes a Limited Condition Transaction, to Section 1.10, to the extent required in determining the permissibility of (1) any Permitted Acquisition that constitutes a Material Acquisition, the increase in the maximum Consolidated Leverage Increase Ratio during any Adjustment Period shall apply only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation determinations required by clause (dc) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1Section 8.01(o) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or Facility Loans in connection with a portion of the consideration for the Qualified Permitted Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is constitutes a Limited Condition Material Acquisition, such calculation may be made as of the LCA Test Date increase in the maximum Consolidated Leverage Ratio during any Adjustment Period shall apply only with respect to the calculation of Consolidated Leverage Ratio on a Pro Forma Basis required in connection with the incurrence of such Limited Condition AcquisitionIncremental Facility Loans and (z) notwithstanding anything to the contrary in the foregoing, so long as the Qualified Acquisition Certificate increase in the maximum Consolidated Leverage Ratio during any Adjustment Period shall apply with respect to such Qualified Acquisition is delivered the calculation of the Consolidated Leverage Ratio on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply a Pro Forma Basis for purposes of the calculation referenced in this clause (Cdetermining compliance with Sections 8.06(e) and 8.06(f). Following the expiration (or termination, as provided below) of any Adjustment Period, the maximum Consolidated Leverage Ratio cannot for any other purpose, unless be subsequently increased again as provided in the first proviso above (and a subsequent Adjustment Period cannot commence) until such Qualified Acquisition is consummated (after which time the Company has delivered a quarterly Compliance Certificate evidencing that it was in compliance with the maximum Consolidated Leverage Increase Period shall only apply for the purposes otherwise Ratio as set forth in this clause Section 8.11 (ii))); (D) after the calculation required by clause (B) decrease in such maximum Consolidated Leverage Ratio following the proviso expiration, or termination, of Section 8.03(g)(isuch Adjustment Period) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and at least two (2) notwithstanding the delivery of such Qualified Acquisition Certificateconsecutive Fiscal Quarters. The Company may terminate any Adjustment Period early, the Leverage Increase Period shall only apply for purposes of the calculation referenced at any time, at its election in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distributionits sole discretion.

Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower, commencing with the first fiscal quarter of the Borrower ending on or after the Effective Date, to be greater than (x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.0 and (y) thereafter, 3.75:1.0; provided, that, upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios ratio set forth above shall be increased by 0.50:1.0to 4.25:1.0; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any unsecured Indebtedness or Subordinated Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))) ); and (E) the calculation required by clause (ii) in the proviso of Section 8.06(e8.06(c) for the purpose of determining the permissibility of the payment of any Common Stock Dividends (provided, that, it is understood and agreed that during any Leverage Increase Period, the Borrower shall not increase the per share amount of any Common Stock Dividends above the per share amount of the Common Stock Dividends most recently paid by the Borrower immediately prior to the commencement of such payment or distributionLeverage Increase Period).

Consolidated Leverage Ratio. Permit the (a) Consolidated Leverage Ratio as Funded Indebtedness: (i) Funded Indebtedness of the end Company and its Subsidiaries on a Consolidated basis (without duplication) determined in accordance with GAAP (except as expressly provided below): (A) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments $ (B) all purchase money Indebtedness $ (C) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business) $ (D) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments $ (E) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), including, without limitation, any Earn Out Obligations $ (F) all Attributable Indebtedness $ (G) to the extent constituting a non-contingent, quantifiable liability in accordance with GAAP, (i) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any fiscal quarter Permitted Disqualified Capital Stock in such Person or any other Person, and (ii) all payment obligations arising under Guarantees of (A) reasonable indemnity obligations of Subsidiaries in connection with any Disposition of assets by such Subsidiaries permitted under the Credit Agreement or any contribution of assets to a Subsidiary pursuant to an Investment permitted by Section 7.03 of the BorrowerCredit Agreement or (B) obligations of Subsidiaries under operating leases $ (H) all obligations of such Person to purchase, commencing with redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock (other than Permitted Disqualified Capital Stock) in such Person or any other Person, valued, in the first fiscal quarter case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends $ (I) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the Borrower proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed $ (J) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (A) through (I) above of another Person $ (K) all Funded Indebtedness of the types referred to in clauses (A) through (J) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that such Funded Indebtedness is expressly made non-recourse to such Person $ (ii) Consolidated Funded Indebtedness [(a)(i)(A) + (a)(i)(B) + (a)(i)(C) + (a)(i)(D) + (a)(i)(E) + (a)(i)(F) + (a)(i)(G) + (a)(i)(H) + (a)(i)(I) + (a)(i)(J) + (a)(i)(K)] $ (b) Unrestricted Cash (c) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date: $ (i) Consolidated Net Income $ For the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (ii) Consolidated Interest Charges for such period $ (iii) the provision for federal state, local and foreign income taxes paid or payable for such period $ (iv) depreciation and amortization expense for such period $ (v) any non-cash expenses, losses or charges for such period (including, without limitation, any non-cash stock based compensation expense for such period) which do not represent a cash item in such period or any future period $ (vi) non-recurring cash expenses during such period resulting from restructuring charges and/or Adverse Proceedings (that have been disclosed to the Administrative Agent) in an aggregate amount not to exceed $15,000,000 for any Measurement Period $ (vii) net losses from discontinued operations for such period $ (viii) fees and expenses for such period in connection with any issuance of Qualified Capital Stock of the Company or any Permitted Acquisition in an aggregate amount not to exceed five percent (5%) of Consolidated EBITDA for such period (calculated without giving effect to the add back permitted pursuant to this clause (c)(viii)) $ (ix) to the extent incurred in any Measurement Period ending on or after December 31, 2018 through and including September 30, 2020, non-recurring cash costs and expenses in an aggregate amount not to exceed $5,000,000 for any such period incurred in connection with the Effective Date, to be greater than opening by the Company or any of its Subsidiaries of any de novo facility used in connection with a Permitted Business $ (x) until the end amount of net “run rate” cost savings, operating expense reductions and synergies for such period projected by the Company in good faith to be realized as a result of specified actions which have been taken or which are committed to be taken in connection with Permitted Acquisitions, other Investments permitted pursuant to Section 7.03 of the fourth full fiscal quarter ending Credit Agreement, Dispositions permitted pursuant to Section 7.05 of the Credit Agreement, restructurings, cost savings initiatives and other initiatives, in each case, after the Effective Closing Date, 4.00:1.0 and (y) thereafter, 3.75:1.0net of the amount of actual benefits realized during such period from such actions; provided, that, upon (A) the consummation of a Qualified AcquisitionCompany hereby certifies that such cost savings, for each of the four fiscal quarters of the Borrower immediately following operating expense reductions and synergies (x) are reasonably anticipated to be realized within twelve (12) months after the consummation of such Qualified Acquisition (including the fiscal quarter Permitted Acquisition, other Investment permitted pursuant to Section 7.03 of the Borrower in which such Qualified Acquisition was consummated) (such period of increaseCredit Agreement, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.0; provided, further, that, (i) for at least two fiscal quarters Disposition permitted pursuant to Section 7.05 of the Borrower immediately following each Leverage Increase PeriodCredit Agreement, the Consolidated Leverage Ratio as of the end of restructuring, cost saving initiative or other initiative which is expected to result in such fiscal quarters shall not be greater than 3.75:1.0 prior to giving effect to another Leverage Increase Periodcost savings, operating expense reductions or synergies and (iiy) after are factually supportable as determined in good faith by the consummation of a Qualified AcquisitionCompany, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisitionno cost savings, such calculation may operating expense reductions or synergies shall be made as of the LCA Test Date with respect added pursuant to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (Bc)(x) and to the extent duplicative of any amounts otherwise added to, or included in, Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (that are not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (ii))); c)(x) to the extent occurring more than four (C4) full fiscal quarters after the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Commitments the proceeds of which will be used specified action taken in order to finance all realize such projected cost savings, operating expense reductions or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood synergies, and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used aggregate amount added-back pursuant to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (Dc)(x) and shall not exceed ten percent (10%) of Consolidated EBITDA for any other purpose, unless and until such Qualified Acquisition is consummated period (after which time calculated without giving effect to the Leverage Increase Period shall only apply for the purposes otherwise set forth in add back permitted pursuant to this clause (iic)(x)) $ For the following to the extent included in calculating such Consolidated Net Income (without duplication): (xi) all non-cash income or gains for such period $ (xii) federal, state, local and foreign income tax credits received during such period $ (xiii) all net gains from discontinued operations for such period $ (xiv) Consolidated EBITDA [(c)(i) + (c)(ii) + (c)(iii) + (c)(iv) + (c)(v) + (c)(vi) + (c)(vii) + (c)(viii) + (c)(ix) + (c)(x) – (c)(xi) – (c)(xii) – (c)(xiii)] $ (d) Consolidated Leverage Ratio [((a)(ii) – (b)/(c)(xiv))) and (E) the calculation required by Section 8.06(e) for the purpose of determining the permissibility of such payment or distribution.] :1.0