Common use of Consolidated Tangible Net Worth Test Clause in Contracts

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to be less than (i) $800,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after September 30, 2013 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30, 2013 to repurchase its common stock and (B) $160,000,000 (the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or Default; provided, however, that, if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quarters, then the Term-Out Period shall commence (if it has not already commenced) on the applicable Term-Out Date.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, Worth to be less than (i) $800,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after September 30, 2013 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30, 2013 to repurchase its common stock and (B) $160,000,000 (the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or Default; provided, however, that, if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quarters, then the Term-Out Period shall commence (if it has not already commenced) on the applicable Term-Out Date.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 776,018,000 plus (ii) fifty percent (50% %) of consolidated net income of Borrower and the cumulative Consolidated Net Income for each fiscal quarter commencing Guarantors earned after September 30December 31, 2013 2003 (excluding any quarter in which there is a loss but applying Consolidated Net Income consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with any offering of for capital stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid issued by the Borrower after September 30December 31, 2013 to repurchase its common stock and (B) $160,000,000 2003 (the “foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the "Consolidated Tangible Net Worth Test”"). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test shall be adjusted to the following amount: sum of (i) 7580% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the cumulative Consolidated Net Income consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus ) and (iii) 50% of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with for any offering of capital stock or equity issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election Borrower's compliance with respect to the Consolidated Tangible Net Worth Covenant at Test shall be measured on a quarterly basis, based on the same timefinancial statements delivered to Administrative Agent pursuant to Section 7.1. The Borrower’s 's failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, that, that if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of any fiscal quarter, then the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such fiscal quarter as provided in Section 2.22.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 1,360,000,000 plus (ii) fifty percent (50% %) of consolidated net income of Borrower and the cumulative Consolidated Net Income for each fiscal quarter commencing Guarantors earned after September 30, 2013 2005 (excluding any quarter in which there is a loss but applying Consolidated Net Income consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with any offering of for capital stock or equity in each fiscal quarter issued by Borrower after September 30, 20132005, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after September 30, 2013 2005 to repurchase its common stock and (B) $160,000,000 300,000,000, (the foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect elect, by notice to the Administrative Agent given prior to the last day of the fiscal quarter in 70 which such Acquisition occurs, to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 7580% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the cumulative Consolidated Net Income consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with for any offering of capital stock or equity issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after the closing of such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 300,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 2005 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election under Section 9.3 at the same time. Borrower’s compliance with respect to the Consolidated Tangible Net Worth Covenant at Test shall be measured on a quarterly basis, based on the same timefinancial statements delivered to Administrative Agent pursuant to Section 7.1. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, that, that if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of any fiscal quarter, then the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such fiscal quarter as provided in Section 2.22.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to be less than (i) $800,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after September 30, 2013 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30, 2013 to repurchase its common stock and (B) $160,000,000 (the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or Default; provided, however, that, if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quarters, then the Term-Out Period shall commence (if it has not already commenced) on the applicable Term-Out Date.. Table of Contents

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 1,055,020,000 plus (ii) fifty percent (50% %) of consolidated net income of Borrower and the cumulative Consolidated Net Income for each fiscal quarter commencing Guarantors earned after September 30December 31, 2013 2007 (excluding any quarter in which there is a loss but applying Consolidated Net Income consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with any offering of for capital stock or equity in each fiscal quarter issued by Borrower after September 30December 31, 20132007, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after September 30December 31, 2013 2007 to repurchase its common stock and (B) $160,000,000 300,000,000, (the foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect elect, by notice to the Administrative Agent given prior to the last day of the fiscal quarter in which such Acquisition occurs, to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 7580% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the cumulative Consolidated Net Income consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with for any offering of capital stock or equity issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after the closing of such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 300,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30December 31, 2013 2007 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election under Section 9.3 at the same time. Borrower’s compliance with respect to the Consolidated Tangible Net Worth Covenant at Test shall be measured on a quarterly basis, based on the same timefinancial statements delivered to Administrative Agent pursuant to Section 7.1. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, that, that if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of any fiscal quarter, then the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such fiscal quarter as provided in Section 2.22.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to be less than (i) $800,000,000 plus (ii) 50% of the cumulative Consolidated Net Income for each fiscal quarter commencing after September 30, 2013 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation) plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30, 2013 to repurchase its common stock and (B) $160,000,000 (the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or Default; provided, however, that, if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quarters, then the Term-Out Period shall commence (if it has not already commenced) on the applicable Term-Out Date.. 4887-5363-3879v24887-5363-3879v.5

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 238,000,000 plus (ii) fifty percent (50% %) of the cumulative Consolidated Net Income for each fiscal quarter commencing earned after September 30December 31, 2013 1998 (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds received of capital stock issued by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity in each fiscal quarter after September 30, 2013, minus (iv) the lesser of (A) the amount paid by the Borrower after September 30December 31, 2013 to repurchase its common stock and (B) $160,000,000 1998 (the “"Consolidated Tangible Net Worth Test”"). Notwithstanding Borrower's compliance with the foregoingforegoing covenant shall be measured on a quarterly basis, in based on the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect financial statements delivered to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test Administrative Agent pursuant to the following amount: (i) 75% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) 50% of the cumulative Consolidated Net Income earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate proceeds received by the Borrower (net of reasonable fees and expenses) in connection with any offering of stock or equity after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 and prior to such AcquisitionSection 7.1. The Borrower may make the election under the preceding sentence only if it makes the corresponding election with respect to the Consolidated Tangible Net Worth Covenant at the same time. The Borrower’s 's failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, thatthat (a) if Borrower fails to satisfy the Consolidated Tangible Net Worth at the end of any fiscal quarter, then, except as otherwise provided in clause (b) below, the Term Out Period shall commence on the first day following such fiscal quarter as provided in Section 2.22 and (b) if the amount by which Borrower's Consolidated Tangible Net Worth Test at the end of a fiscal quarter fails to meet the Consolidated Tangible Net Worth Test is equal to or less than the amount by which goodwill (as shown on such financial statements) increased during such fiscal quarter as a result of an Acquisition consummated during such fiscal quarter, the Term Out Period shall not commence unless and until Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of the succeeding fiscal quarter, then in which event the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such succeeding fiscal quarter.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 1,405,020,000 plus (ii) fifty percent (50% %) of consolidated net income of Borrower and the cumulative Consolidated Net Income for each fiscal quarter commencing Guarantors earned after September 30, 2013 2007 (excluding any quarter in which there is a loss but applying Consolidated Net Income consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with any offering of for capital stock or equity in each fiscal quarter issued by Borrower after September 30, 20132007, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after September 30, 2013 2007 to repurchase its common stock and (B) $160,000,000 300,000,000, (the foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect elect, by notice to the Administrative Agent given prior to the last day of the fiscal quarter in which such Acquisition occurs, to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 7580% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the cumulative Consolidated Net Income consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with for any offering of capital stock or equity issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after the closing of such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 300,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 2007 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election under Section 9.3 at the same time. Borrower’s compliance with respect to the Consolidated Tangible Net Worth Covenant at Test shall be measured on a quarterly basis, based on the same timefinancial statements delivered to Administrative Agent pursuant to Section 7.1. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, that, that if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of any fiscal quarter, then the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such fiscal quarter as provided in Section 2.22. The form of Compliance Certificate attached as Exhibit F to the Credit Agreement is hereby amended to conform to the foregoing changes in the Consolidated Tangible Net Worth Test.

Consolidated Tangible Net Worth Test. The Borrower will not permit Consolidated Tangible Net Worth, determined as of the last day of each fiscal quarter of the Borrower, to Worth shall not be less than (i) $800,000,000 850,000,000 plus (ii) fifty percent (50% %) of consolidated net income of Borrower and the cumulative Consolidated Net Income for each fiscal quarter commencing Guarantors earned after September 30, 2013 2008 (excluding any quarter in which there is a loss but applying Consolidated Net Income consolidated net income of Borrower and the Guarantors thereafter first to such loss before determining fifty percent (50% %) of such amount for purposes of this calculation) plus (iii) fifty percent (50% %) of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with any offering of for capital stock or equity in each fiscal quarter issued by Borrower after September 30, 20132008, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after September 30, 2013 2008 to repurchase its common stock and (B) $160,000,000 300,000,000, (the foregoing covenant, as adjusted as provided in the next succeeding sentence, is herein referred to as the “Consolidated Tangible Net Worth Test”). Notwithstanding the foregoing, in the event that the Borrower shall at any time engage in an Acquisition for a purchase price equaling or exceeding $100,000,000, the Borrower may irrevocably elect elect, by notice to the Administrative Agent given prior to the last day of the fiscal quarter in which such Acquisition occurs, to adjust the minimum Consolidated Tangible Net Worth for the Consolidated Tangible Net Worth Test to the following amount: (i) 7580% of the Consolidated Tangible Net Worth immediately following the closing of such Acquisition, plus (ii) an amount equal to 50% of the cumulative Consolidated Net Income consolidated net income of Borrower and Guarantors earned after the closing of such Acquisition (excluding any quarter in which there is a loss but applying Consolidated Net Income net income thereafter first to such loss before determining 50% of such amount for purposes of this calculation), plus (iii) 50% of the aggregate net proceeds or other consideration received by the Borrower (net of reasonable fees and expenses) in connection with for any offering of capital stock or equity issued after the closing of such Acquisition, minus (iv) the lesser of (A) the aggregate amount paid by the Borrower after the closing of such Acquisition to repurchase its common stock and (B) the amount (but not less than zero) obtained by subtracting from $160,000,000 300,000,000 the aggregate amount (if any) paid by the Borrower to repurchase its common stock after September 30, 2013 2008 and prior to such Acquisition. The Borrower may make the election under the preceding sentence only if it makes the corresponding election under Section 9.3 at the same time. Borrower’s compliance with respect to the Consolidated Tangible Net Worth Covenant at Test shall be measured on a quarterly basis, based on the same timefinancial statements delivered to Administrative Agent pursuant to Section 7.1. The Borrower’s failure to satisfy the Consolidated Tangible Net Worth Test shall not constitute an Event of Default or an Unmatured Event of Default; provided, however, that, that if the Borrower fails to satisfy the Consolidated Tangible Net Worth Test for two (2) consecutive quartersat the end of any fiscal quarter, then the Term-Term Out Period shall commence (if it has not already commenced) on the applicable Term-Out Datefirst day following such fiscal quarter as provided in Section 2.22.