Common use of Consolidated Total Leverage Ratio Clause in Contracts

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply as a result of any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups.

Consolidated Total Leverage Ratio. Permit (A) Prior to the incurrence by the Borrower and/or any of its Subsidiaries of Material Notes Indebtedness, the Borrower shall not permit the Consolidated Total Leverage Ratio as at of the last day of any period of four consecutive fiscal quarters quarter of the Parent Borrower and its Subsidiaries ending commencing with any the fiscal quarter set forth below ending September 30, 2015 to exceed the ratio set forth below opposite for such fiscal quarterquarter in the following grid: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 2015 5.25 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 2015 5.00 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 2016 and each fiscal quarter thereafter 4.75 to 1.00 ; provided that if that, at the Parent irrevocable written election of the Borrower issues at least $75 million upon the closing of Capital Stock after any Material Acquisition (by delivering written notice of such election to the Filtration Acquisition Signing Date but Administrative Agent on or prior to the Filtration Acquisition Closing Dateclosing date of such Material Acquisition), each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio permitted under this clause (c)(i)(A) shall be 5.00 increased to 5.25 to 1.00 with a stepdown to 4.75 to 1.00 commencing for the Rolling Period ending on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect last day of the fiscal quarter in which such Material Acquisition was consummated)occurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than one election under this clause (c)(i)(A) or under Section 9.01(c)(i)(B) or (c)(i)(C) in any 12 month period. (B) If the Borrower and/or any of its Subsidiaries incur Material Notes Indebtedness prior to September 30, 2015, the Borrower shall not, as of the last day of each fiscal quarter then remaining during the term of this Agreement, permit the Consolidated Total Leverage Ratio may be 0.50 as of such date to exceed the ratio set forth for such fiscal quarter in the following grid: September 30, 2015 5.50 to 1.00 December 31, 2015 5.25 to 1.00 March 31, 2016 and each fiscal quarter thereafter 5.00 to 1.00 ; provided that, at the irrevocable written election of the Borrower upon the closing of any Material Acquisition (by delivering written notice of such election to the Administrative Agent on or prior to the closing date of such lesser amount as is required to comply with Material Acquisition), the maximum Consolidated Total Leverage Ratio permitted under this clause (xc)(i)(B) shall be increased to 5.50 to 1.00 for the Rolling Period ending on the last day of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummatedoccurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than one election under this clause (xc)(i)(B) or under Section 9.01(c)(i)(A) or (c)(i)(C) in any 12 month period. (C) If the required Borrower and/or any of its Subsidiaries incur Material Notes Indebtedness after September 30, 2015, the Borrower shall not, as of the last day of each fiscal quarter then remaining during the term of this Agreement, permit the Consolidated Total Leverage Ratio that would apply as a result of such date to exceed 5.00 to 1.00; provided that, at the irrevocable written election of the Borrower upon the closing of any Material Acquisition (by delivering written notice of such step-up election to the Administrative Agent on or prior to the closing date of such Material Acquisition), the maximum Consolidated Total Leverage Ratio permitted under this clause (c)(i)(C) shall be no increased to 5.50 to 1.00 for the Rolling Period ending on the last day of the fiscal quarter in which such Material Acquisition occurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than 5.50 to 1.00, one election under this clause (yc)(i)(C) such step-up shall only be permitted twice during this Agreement and or under Section 9.01(c)(i)(A) or (zc)(i)(B) there shall be at least two fiscal quarters in between any such step-ups12 month period.

Consolidated Total Leverage Ratio. Permit Commencing with the fiscal quarter of the Borrower ending June 30, 2022, permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with end of any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 Borrower to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant be greater than 5.00 to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 1.00; provided that if the Parent Borrower issues at least $75 million or any Subsidiary consummates a Material Acquisition, then, upon the election of Capital Stock after the Filtration Acquisition Signing Date but Borrower by written notice to the Administrative Agent on or prior to the Filtration Acquisition Closing Date, each ratio set forth in date the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with Borrower delivers a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of Compliance Certificate for the fiscal quarter in which such Material Acquisition was consummated)occurs, (i) (A) the maximum Consolidated Total Leverage Ratio may be 0.50 to 1.00 permitted by this Section 7.11(a) as of the end of the first, second and third fiscal quarters ending after the date of such Material Acquisition and (or such lesser amount as is required to comply with B) the maximum Consolidated Total Leverage Ratio permitted by clause (xv) of the proviso belowdefinition of Permitted Eligible Acquisition or clause (v) greater than of the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentencedefinition of Permitted Ineligible Acquisition, as applicable, for four consecutive purposes of determining whether such Material Acquisition satisfies the maximum pro forma Consolidated Total Leverage Ratio condition set forth therein shall, in each case, be automatically increased to 5.75:1.0, (ii) the maximum Consolidated Total Leverage Ratio permitted by this Section 7.11(a) as of the end of the fourth and fifth fiscal quarters starting with ending after the date of such Material Acquisition shall be automatically increased to 5.50:1.0 and (iii) the maximum Consolidated Total Leverage Ratio permitted by this Section 7.11(a) as of the end of the sixth fiscal quarter ending after the date of such Material Acquisition shall be automatically decreased to 5.00:1.0. For the avoidance of doubt, for purposes of the foregoing proviso, the “first” fiscal quarter ending after the date of the applicable Material Acquisition is the fiscal quarter in which such Material Acquisition is consummated; provided that (x) occurs. The Borrower may elect to adjust the required maximum Consolidated Total Leverage Ratio that would apply as a result of any such step-up shall be permitted by this Section 7.11(a) pursuant to this proviso no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice two times during the term of this Agreement and (z) there shall be at least two fiscal quarters in between any such step-upsAgreement.

Consolidated Total Leverage Ratio. Permit (i) Prior to the Consolidated Total incurrence by the Borrower and/or any of its Subsidiaries of Permitted Notes Indebtedness: (A) if the Borrower has exercised the Target Leverage Ratio Option thereof prior to the first day of such fiscal quarter, the Borrower will not, as at of the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below commencing with the fiscal quarter ending September 30, 2013, permit its Consolidated Total Leverage Ratio to exceed the ratio set forth in the grid below opposite such fiscal quarterfor the corresponding Rolling Period: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 2013 4.75 to 1.00 December 31, 2020 Not applicable unless 2013 and thereafter 4.50 to 1.00 and (B) if the Suspension Period Borrower has been terminated pursuant not exercised the Target Leverage Option prior to clause (b)(i) or (b)(ii) the first day of such fiscal quarter, the Borrower will not, as of the definition thereoflast day of any fiscal quarter commencing with the fiscal quarter ending September 30, 2013, permit its Adjusted Consolidated Total Leverage Ratio to exceed the ratio set forth in which case 5.25 the grid below for the corresponding Rolling Period: September 30, 2013 7.25 to 1.00 December 31, 2013 6.75 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant 2014 6.25 to clause (b)(i)1.00 June 30, (b)(ii) or (b)(iii) of the definition thereof, in which case 2014 5.25 to 1.00 September 30, 2014 5.00 to 1.00 December 31, 2014 4.75 to 1.00 March 31, 2015 and thereafter 4.50 to 1.00 ; provided provided, that if upon the Parent Borrower issues at least $75 million of Capital Stock closing a Material Acquisition after the Filtration Acquisition Signing Date but on or prior Borrower’s exercise of the Target Leverage Option, the Borrower may elect (by delivering written notice of such election to the Filtration Acquisition Closing Date, each ratio set forth Administrative Agent on the closing date of such Material Acquisition) for the Rolling Period ending on the last day of the fiscal quarter in which such acquisition occurs and for the above table shall be reduced by 0.50 immediately following two Rolling Periods to increase the maximum Consolidated Total Leverage Ratio that is permitted to 5.00 to 1.00; provided, further, that, in the event that the Filtration Acquisition Borrower is not consummated on or prior permitted to March 20make more than one such election in any period of four consecutive fiscal quarters; (ii) From and after the incurrence by the Borrower and/or any of its Subsidiaries of Permitted Notes Indebtedness, 2019the Borrower will not, as of the last day of each fiscal quarter then remaining during the maximum term of this Agreement, permit its Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply as a result of any such step-up shall be no more than 5.50 exceed 5.25 to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at of the last day end of any period of four consecutive fiscal quarters Measurement Period ending as of the Parent Borrower and its Subsidiaries end of any Fiscal Quarter to be greater than (i) for the Fiscal Quarter ending with any fiscal quarter set forth below March 31, 2022, 3.25 to exceed 1.0, (ii) for the ratio set forth below opposite such fiscal quarter: Fiscal Quarters ending June 30, 2020 5.50 to 1.00Not applicable 2022, September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 2022 and December 31, 2020 Not applicable unless 2022, 3.75 to 1.0, (iii) for the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 Fiscal Quarter ending March 31, 2021 Not applicable unless 2023, 3.50 to 1.0, (iv) for the Suspension Period has been terminated pursuant Fiscal Quarter ending June 30, 2023, 3.25 to clause 1.0, and (b)(iv) for any Fiscal Quarter ending thereafter, 3.00 to 1.0; provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) Fiscal Quarters immediately following the consummation of such Qualified Acquisition (including, for the avoidance of doubt, the Fiscal Quarter in which such Qualified Acquisition was consummated) (such period of increase, the “Leverage Increase Period”), (b)(ii) or (b)(iii) of the definition thereofapplicable ratios set forth above CHAR1\1892801v4 shall be increased by up to 0.50, so long as, in which case 5.25 any such case, in no event shall the applicable Consolidated Total Leverage Ratio exceed 3.75 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.001.0; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total (1) no more than one (1) Leverage Ratio Increase Period shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31in effect at any time, 2020. Notwithstanding (2) no more than two (2) Leverage Increase Periods shall occur during the foregoingterm of this Agreement, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, (3) for at the election of the Parent Borrower least one (the notice of which election shall be given prior to the earlier of (i1) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated)Fiscal Quarter immediately following each Leverage Increase Period, the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) end of such Fiscal Quarter shall not be greater than the ratios applicable ratio set forth in clauses (i) through (v) above prior to giving effect to another Leverage Increase Period, and (4) each Leverage Increase Period shall only apply with respect to the table above (as amended by calculation of the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply for purposes of (x) determining compliance with the financial maintenance covenant set forth in this Section 7.11(a) as a result of the end of any such step-up shall be no more than 5.50 to 1.00period of four (4) consecutive Fiscal Quarters ending as of the last day of any Fiscal Quarter, (y) determining the permissibility of the consummation of the Qualified Acquisition with respect to which such step-up shall only be permitted twice during this Agreement Leverage Increase Period relates (or, to the extent such Qualified Acquisition is financed with the proceeds of an Incremental Facility, for purposes of determining the permissibility of the incurrence of such Incremental Facility in connection with the consummation of such Qualified Acquisition), and (z) there shall be at least two fiscal quarters in between determining the permissibility of the incurrence of any such step-upsPermitted Convertible Debt.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2016, to be greater than (a) for each Fiscal Quarter ending from September 30, 2016 through and including June 30, 2017, 3.50:1.00, (b) for each Fiscal Quarter ending from September 30, 2017 through and including June 30, 2018, 3.25:1.00, and (c) for each Fiscal Quarter ending thereafter, 3.00:1.00; provided, however, that the Consolidated Total Leverage Ratio levels set forth above may, at the last day election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of any Qualified Permitted Acquisition, be increased by 0.25:1.00 (a “quarter-turn”) in connection with one or more Permitted Acquisitions made within a twelve (12) 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 Capital Stock) paid in connection therewith in excess of $20,000,000 (each such Permitted Acquisition, whether individually satisfying such consideration threshold amount or satisfying such consideration threshold amount when taken together with other Permitted Acquisitions made within a twelve (12) month period, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down (returning the required Consolidated Total Leverage Ratio to the then otherwise required ratio) for the period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries Fiscal Quarters ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal second Fiscal Quarter ending after the period of four Fiscal Quarters for which the maximum Consolidated Total Lever Ratio was first increased by 0.25:1.00 (a “quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated -turn”) pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i)this Section 6.1; provided further that, (b)(iix) or (b)(iii) of the definition thereofin any event, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio for any period of four Fiscal Quarters shall not be 5.00 increased to 1.00 with be greater than 0.25:1.00 (a stepdown to 4.75 to 1.00 commencing on December 31“quarter-turn”) more than the otherwise required Consolidated Total Leverage Ratio as provided above, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (iy) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two (2) occasions in the period from the Closing Date through the Revolving Commitment Termination Date and (z) following any increase in the Consolidated Total Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Total Leverage Ratio level pursuant to the foregoing proviso may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) made until after the required Consolidated Total Leverage Ratio that would apply as a result of has been at the applicable level set forth above (without giving effect to any such step-up shall be no more than 5.50 increase pursuant to 1.00, (ythe foregoing proviso) such step-up shall only be permitted twice during this Agreement and (z) there shall be for at least two fiscal quarters in between any such step-upsone full Fiscal Quarter.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2017, to be greater than (a) for each Fiscal Quarter ending from September 30, 2017 through and including June 30, 2018, 3.50:1.00, (b) for each Fiscal Quarter ending from September 30, 2018 through and including June 30, 2019, 3.25:1.00, and (c) for each Fiscal Quarter ending thereafter, 3.00:1.00; provided, however, that the Consolidated Total Leverage Ratio levels set forth above may, at the last day election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of any Qualified Permitted Acquisition, be increased by 0.25:1.00 (a “quarter-turn”) in connection with one or more Permitted Acquisitions made within a twelve (12) 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 Capital Stock) paid in connection therewith in excess of $20,000,000 (each such Permitted Acquisition, whether individually satisfying such consideration threshold amount or satisfying such consideration threshold amount when taken together with other Permitted Acquisitions made within a twelve (12) month period, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down (returning the required Consolidated Total Leverage Ratio to the then otherwise required ratio) for the period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries Fiscal Quarters ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock second Fiscal Quarter ending after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then period of four Fiscal Quarters for which the maximum Consolidated Total Leverage Ratio shall be 5.00 was first increased by 0.25:1.00 (a “quarter-turn”) pursuant to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31this Section 6.1; provided further that, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (bx) in respect any event, the maximum Consolidated Total Leverage Ratio for any period of four Fiscal Quarters shall not be increased to be greater than 0.25:1.00 (a “quarter-turn”) more than the fiscal quarter in which such Material Acquisition was consummated)otherwise required Consolidated Total Leverage Ratio as provided above, (y) the Consolidated Total Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two (2) occasions in the period from the Effective Date through the Revolving Commitment Termination Date and (z) following any increase in the Consolidated Total Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Total Leverage Ratio level pursuant to the foregoing proviso may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) made until after the required Consolidated Total Leverage Ratio that would apply as a result of has been at the applicable level set forth above (without giving effect to any such step-up shall be no more than 5.50 increase pursuant to 1.00, (ythe foregoing proviso) such step-up shall only be permitted twice during this Agreement and (z) there shall be for at least two fiscal quarters in between any such step-upsone full Fiscal Quarter.

Consolidated Total Leverage Ratio. Permit (i) For all periods ending prior to the Qualified Senior Notes Date, (A) permit the Consolidated Total Leverage Ratio as at the last day of any period fiscal quarter ending prior to the date that the Borrower delivers the Knight Warrior Pipeline Initiation Certificate to the Administrative Agent to exceed 4.50 to 1.00 and (B) permit the Consolidated Total Leverage Ratio as at the last day of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below ending on or after the date that the Borrower delivers the Knight Warrior Pipeline Initiation Certificate to the Administrative Agent to exceed the ratio set forth below opposite such fiscal quarter: September 30, 2014 4.50 to 1.00 December 31, 2014 4.50 to 1.00 March 31, 2015 5.00 to 1.00 June 30, 2020 5.50 2015 5.00 to 1.00Not applicable 1.00 September 30, 2020 Not 2015 5.00 to 1.00 December 31, 2015 5.00 to 1.00 March 31, 2016 5.00 to 1.00 June 30, 2016 5.00 to 1.00 September 30, 2016 5.00 to 1.00 December 31, 2016 4.75 to 1.00 March 31, 2017 and each fiscal quarter ending thereafter 4.50 to 1.00 provided, that (Y) from and after the last day of the fiscal quarter immediately preceding the fiscal quarter in which a Specified Acquisition occurs to and including the last day of the second full fiscal quarter following the fiscal quarter in which such Specified Acquisition occurred, the Consolidated Total Leverage Ratio shall not exceed 5.00 to 1.00, regardless of the amounts set forth above in clauses (A) or (B) with respect to the applicable unless fiscal quarters and (Z) if the Suspension Period Knight Warrior Pipeline Leverage Election Certificate has been terminated pursuant delivered to the Administrative Agent, then the Consolidated Total Leverage Ratio shall not exceed 5.50 to 1.00 for the two consecutive fiscal quarters specified in such certificate, which end after the date of delivery of such certificate but on or prior to September 30, 2016, regardless of the amounts set forth above in clause (b)(iB) with respect to the applicable fiscal quarters; and (ii) For all periods ending on or after the Qualified Senior Notes Date, the Borrower shall not permit the Consolidated Total Leverage Ratio as at the last day of any fiscal quarter to exceed 5.00 to 1.00, provided, that if the Borrower has delivered the Knight Warrior Pipeline Initiation Certificate to the Administrative Agent, then from and after the last day of the definition thereof, fiscal quarter in which case the Qualified Senior Notes Date has occurred, the Consolidated Total Leverage Ratio shall not exceed the ratio set forth below opposite such fiscal quarter: September 30, 2014 5.00 to 1.00 December 31, 2014 5.00 to 1.00 March 31, 2015 5.50 to 1.00 June 30, 2015 5.50 to 1.00 September 30, 2015 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 2015 5.50 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 2016 5.50 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior June 30, 2016 5.50 to the Filtration Acquisition Closing Date1.00 September 30, 2016 5.50 to 1.00 December 31, 2016 and each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be fiscal quarter ending thereafter 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply as a result of any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups.”

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at of the last day end of any period of four consecutive fiscal quarters Measurement Period ending as of the Parent Borrower and its Subsidiaries ending with end of any fiscal quarter of the Borrower set forth below to exceed be greater than the ratio set forth below opposite such fiscal quarterperiod: March 31, 2015 4.50:1.00 June 30, 2020 5.50 to 1.00Not applicable 2015 4.50:1.00 September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 2015 4.50:1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 2015 4.50:1.00 March 31, 2021 Not applicable unless 2016 4.50:1.00 June 30, 2016 4.25:1.00 September 30, 2016 4.25:1.00 December 31, 2016 4.25:1.00 March 31, 2017 and each fiscal quarter thereafter 4.00:1.00 provided, however, that the Suspension Period has been terminated pursuant Consolidated Total Leverage Ratio levels set forth above may, upon written notice of the Borrower to clause the Administrative Agent, be increased by 0.25:1.00 (b)(i)a “quarter-turn”) in connection with any Permitted Acquisition with a Cost of Acquisition in excess of $35,000,000, with the required Consolidated Total Leverage Ratio returning to the levels set forth above for the first period of four fiscal quarters ending after the date that is twelve months after the date of such Permitted Acquisition; provided further that, (b)(iix) or (b)(iii) of the definition thereofin any event, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio for any period shall not be 5.00 increased to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31be greater than 4.50:1.00, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (iy) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions in the period from the Closing Date through the Revolving Facility Maturity Date and (z) following any increase in the Consolidated Total Leverage Ratio levels pursuant to the foregoing proviso, no subsequent increase in the Consolidated Total Leverage Ratio levels pursuant to the foregoing proviso may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) made until after the required Consolidated Total Leverage Ratio that would apply as a result of has been at the applicable level set forth in the grid above (without giving effect to any such step-up shall be no more than 5.50 increase pursuant to 1.00, (ythe foregoing proviso) such step-up shall only be permitted twice during this Agreement and (z) there shall be for at least two four full fiscal quarters in between any such step-upsquarters.

Consolidated Total Leverage Ratio. Permit As of the last day of any fiscal quarter, permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 greater than 3.25 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $200,000,000, the Parent Borrower or any of its Subsidiaries consummates a Material Acquisitionmay, at its election, in connection with such Permitted Acquisition and upon prior written notice to the election of Administrative Agent, increase the Parent Borrower (the notice of required Consolidated Total Leverage Ratio pursuant to this Section 8.13(a) to 3.75 to 1.00, which election such increase shall be given prior to the earlier of applicable (i) the date with respect to a Permitted Acquisition that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of not a Limited Condition Acquisition, for the fiscal quarter in which such Material Permitted Acquisition was consummated), is consummated and the Consolidated Total Leverage Ratio may be 0.50 three (3) consecutive quarterly test periods thereafter or (ii) with respect to 1.00 (or such lesser amount as a Permitted Acquisition that is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicablea Limited Condition Acquisition, for four consecutive fiscal quarters starting purposes of determining compliance on a pro forma basis with this Section 8.13(a) on the LCA Test Date, for the fiscal quarter in which such Material Permitted Acquisition is consummatedconsummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 8.13(a) and any determination of the required Consolidated Total Leverage Ratio that would for purposes of the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply as a result of to any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during other incurrence test set forth in this Agreement and (zy) there shall be at least two (2) full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in between any such step-ups.effect. 96 103755581_3 119311063_5

Consolidated Total Leverage Ratio. Permit As of the last day of any fiscal quarter, permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 greater than 3.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $200,000,000, the Parent Borrower or any of its Subsidiaries consummates a Material Acquisitionmay, at its election, in connection with such Permitted Acquisition and upon prior written notice to the election of Administrative Agent, increase the Parent Borrower (the notice of required Consolidated Total Leverage Ratio pursuant to this Section 8.13(a) to 4.00 to 1.00, which election such increase shall be given prior to the earlier of applicable (i) the date with respect to a Permitted Acquisition that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of not a Limited Condition Acquisition, for the fiscal quarter in which such Material Permitted Acquisition was consummated), is consummated and the Consolidated Total Leverage Ratio may be 0.50 three (3) consecutive quarterly test periods thereafter or (ii) with respect to 1.00 (or such lesser amount as a Permitted Acquisition that is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicablea Limited Condition Acquisition, for four consecutive fiscal quarters starting purposes of determining compliance on a pro forma basis with this Section 8.13(a) on the LCA Test Date, for the fiscal quarter in which such Material Permitted Acquisition is consummatedconsummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 8.13(a) and any determination of the required Consolidated Total Leverage Ratio that would for purposes of the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply as a result of to any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during other incurrence test set forth in this Agreement and (zy) there shall be at least two (2) full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in between any such step-upseffect.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated), the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply as a result of any such step-up shall be no more than 5.50 to 1.00, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters in between any such step-ups.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at of the last day end of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter Fiscal Quarter set forth below to exceed shall not be greater than the ratio set forth below opposite such fiscal quarterFiscal Quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 CHAR1\1982293v2 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i)through and including September 30, (b)(ii) or (b)(iii) of the definition thereof2021 4.25:1.0 December 31, in which case 5.25 to 1.00 2021 through and including September 30, 2022 4.00:1.0 December 31, 2022 through and including September 30, 2023 3.75:1.0 December 31, 2023 and thereafter: 3.50:1.0 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in connection with any Permitted Acquisition for which the event that the Filtration Acquisition is not consummated on Total Consideration equals or prior to March 20exceeds $100,000,000 (a “Material Acquisition”), 2019, then the maximum Consolidated Total Leverage Ratio shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election as of the Parent Borrower (the notice end of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect each of the fiscal quarter four consecutive Fiscal Quarters, beginning with the Fiscal Quarter in which such Material Acquisition was consummatedoccurs, shall be automatically increased by 0.50:1.0 above the otherwise permitted ratio for the first through fourth Fiscal Quarters occurring thereafter (such first through fourth Fiscal Quarters being the “Adjustment Period”); provided further that, notwithstanding anything to the contrary in the foregoing, in no event shall the maximum Consolidated Total Leverage Ratio may be 0.50 to 1.00 during any Adjustment Period exceed 4.25:1.0. Following the expiration (or such lesser amount termination, as is required to comply with clause (xprovided below) of any Adjustment Period, the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required maximum permitted Consolidated Total Leverage Ratio that would apply shall revert back to the otherwise maximum permitted ratio for the applicable Fiscal Quarter as a result set forth in this Section 8.8(a) (after the decrease in such maximum Consolidated Total Leverage Ratio following the expiration, or termination, of such Adjustment Period). The Borrower may terminate any such step-up shall be no more than 5.50 to 1.00Adjustment Period early, (y) such step-up shall only be permitted twice during this Agreement and (z) there shall be at least two fiscal quarters any time, at its election in between any such step-upsits sole discretion.

Consolidated Total Leverage Ratio. Permit (A) Prior to the incurrence by the Borrower and/or any of its Subsidiaries of Material Notes Indebtedness, the Borrower shall not permit the Consolidated Total Leverage Ratio as at of the last day of any period of four consecutive fiscal quarters quarter of the Parent Borrower and its Subsidiaries ending commencing with any the fiscal quarter set forth below ending September 30, 2015 to exceed the ratio set forth below opposite for such fiscal quarterquarter in the following grid: June 30, 2020 5.50 to 1.00Not applicable Fiscal Quarter Ending September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of the definition thereof, in which case 5.50 2015 5.25 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) or (b)(ii) of the definition thereof, in which case 5.25 2015 5.00 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 2016 and each fiscal quarter thereafter 4.75 to 1.00 ; provided that if that, at the Parent irrevocable written election of the Borrower issues at least $75 million upon the closing of Capital Stock after any Material Acquisition (by delivering written notice of such election to the Filtration Acquisition Signing Date but Administrative Agent on or prior to the Filtration Acquisition Closing Dateclosing date of such Material Acquisition), each ratio set forth in the above table shall be reduced by 0.50 to 1.00; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total Leverage Ratio permitted under this clause (c)(i)(A) shall be 5.00 increased to 5.25 to 1.00 with a stepdown to 4.75 to 1.00 commencing for the Rolling Period ending on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect last day of the fiscal quarter in which such Material Acquisition was consummated)occurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than one election under this clause (c)(i)(A) or under Section 9.01(c)(i)(B) or (c)(i)(C) in any 12 month period. (B) If the Borrower and/or any of its Subsidiaries incur Material Notes Indebtedness prior to September 30, 2015, the Borrower shall not, as of the last day of each fiscal quarter then remaining during the term of this Agreement, permit the Consolidated Total Leverage Ratio may be 0.50 as of such date to exceed the ratio set forth for such fiscal quarter in the following grid: Fiscal Quarter Ending September 30, 2015 5.50 to 1.00 December 31, 2015 5.25 to 1.00 March 31, 2016 and each fiscal quarter thereafter 5.00 to 1.00 ; provided that, at the irrevocable written election of the Borrower upon the closing of any Material Acquisition (by delivering written notice of such election to the Administrative Agent on or prior to the closing date of such lesser amount as is required to comply with Material Acquisition), the maximum Consolidated Total Leverage Ratio permitted under this clause (xc)(i)(B) shall be increased to 5.50 to 1.00 for the Rolling Period ending on the last day of the proviso below) greater than the ratios set forth in the table above (as amended by the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummatedoccurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than one election under this clause (xc)(i)(B) or under Section 9.01(c)(i)(A) or (c)(i)(C) in any 12 month period. (C) If the required Borrower and/or any of its Subsidiaries incur Material Notes Indebtedness after September 30, 2015, the Borrower shall not, as of the last day of each fiscal quarter then remaining during the term of this Agreement, permit the Consolidated Total Leverage Ratio that would apply as a result of such date to exceed 5.00 to 1.00; provided that, at the irrevocable written election of the Borrower upon the closing of any Material Acquisition (by delivering written notice of such step-up election to the Administrative Agent on or prior to the closing date of such Material Acquisition), the maximum Consolidated Total Leverage Ratio permitted under this clause (c)(i)(C) shall be no increased to 5.50 to 1.00 for the Rolling Period ending on the last day of the fiscal quarter in which such Material Acquisition occurs and for each of the Rolling Periods ending on the last day of the next two immediately following fiscal quarters; provided further that the Borrower may not make more than 5.50 to 1.00, one election under this clause (yc)(i)(C) such step-up shall only be permitted twice during this Agreement and or under Section 9.01(c)(i)(A) or (zc)(i)(B) there shall be at least two fiscal quarters in between any such step-ups12 month period.

Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at of the end of any Measurement Period ending as of the end of any Fiscal Quarter to be greater than (i) for the Fiscal Quarter ending June 30, 2021, 3.75 to 1.0, (ii) for the Fiscal Quarters ending September 30, 2021 and December 31, 2021, 3.50 to 1.0, (iii) for the Fiscal Quarters ending March 31, 2022 and June 30, 2022, 3.25 to 1.0, and (iv) for any Fiscal Quarter ending thereafter, 3.00 to 1.0; provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) Fiscal Quarters immediately following the consummation of such Qualified Acquisition (including, for the avoidance of doubt, the Fiscal Quarter in which such Qualified Acquisition was consummated) (such period of increase, the “Leverage Increase Period”), the applicable ratios set forth above shall be increased by up to 0.50, so long as, in any such case, in no event shall the applicable Consolidated Total Leverage Ratio exceed (A) 3.75 to 1.0, as of the last day of any period of four consecutive fiscal quarters the Fiscal Quarter in which such Qualified Acquisition occurred, (B) 3.50 to 1.0, for each of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below two Fiscal Quarters immediately following the Fiscal Quarter referred to exceed the ratio set forth below opposite such fiscal quarter: June 30, 2020 5.50 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to in clause (b)(iA) of above, and (C) 3.25 to 1.0, for the definition thereof, Fiscal Quarter immediately following the second Fiscal Quarter referred to in which case 5.50 to 1.00 December 31, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(iB) or (b)(ii) of the definition thereof, in which case 5.25 to 1.00 March 31, 2021 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i), (b)(ii) or (b)(iii) of the definition thereof, in which case 5.25 to 1.00 ; provided that if the Parent Borrower issues at least $75 million of Capital Stock after the Filtration Acquisition Signing Date but on or prior to the Filtration Acquisition Closing Date, each ratio set forth in the above table shall be reduced by 0.50 to 1.00above; provided, further, that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Total (1) no more than one (1) Leverage Ratio Increase Period shall be 5.00 to 1.00 with a stepdown to 4.75 to 1.00 commencing on December 31in effect at any time, 2020. Notwithstanding (2) no more than two (2) Leverage Increase Periods shall occur during the foregoingterm of this Agreement, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, (3) for at the election of the Parent Borrower least one (the notice of which election shall be given prior to the earlier of (i1) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the fiscal quarter in which such Material Acquisition was consummated)Fiscal Quarter immediately following each Leverage Increase Period, the Consolidated Total Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) end of such Fiscal Quarter shall not be greater than the ratios applicable ratio set forth in clauses (i) through (iv) above prior to giving effect to another Leverage Increase Period, and (4) each Leverage Increase Period shall only apply with respect to the table above (as amended by calculation of the first proviso in the immediately preceding sentence) or the second proviso in the immediately preceding sentence, as applicable, for four consecutive fiscal quarters starting with the fiscal quarter in which such Material Acquisition is consummated; provided that (x) the required Consolidated Total Leverage Ratio that would apply for purposes of (x) determining compliance with the financial maintenance covenant set forth in this Section 7.11(a) as a result of the end of any such step-up shall be no more than 5.50 to 1.00period of four (4) consecutive Fiscal Quarters ending as of the last day of any Fiscal Quarter, (y) determining the permissibility of the consummation of the Qualified Acquisition with respect to which such step-up shall only be permitted twice during this Agreement Leverage Increase Period relates (or, to the extent such Qualified Acquisition is financed with the proceeds of an Incremental Facility, for purposes of determining the permissibility of the incurrence of such Incremental Facility in connection with the consummation of such Qualified Acquisition), and (z) there shall be at least two fiscal quarters in between determining the permissibility of the incurrence of any such step-upsPermitted Convertible Debt.