Common use of Maximum Total Leverage Ratio Clause in Contracts

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-quarter period to be greater than 4.00:1.00. Notwithstanding the foregoing: (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-quarter period to be greater than 4.00:1.00. Notwithstanding the foregoing:, (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.

Maximum Total Leverage Ratio. The Without the written consent of the Required Revolving Lenders, the Borrower shall will not permit the ratio (the “Total Leverage Ratio Ratio”), determined as of the last day end of any four-quarter each of its fiscal quarters ending on and after December 31, 2017, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 4.00:1.00. Notwithstanding (x) for any such period ended prior to the foregoing: Microsemi Acquisition Closing Date, 5.00 to 1.00 and (ay) for any such period ended on or after the Microsemi Acquisition Closing Date, (A) 6.75 to 1.00 for any such period ended on or after the Microsemi Acquisition Closing Date to (but excluding) the first anniversary of the Microsemi Acquisition Closing Date, (B) 6.25 to 1.00 for any such period ended on or after the first anniversary of the Microsemi Acquisition Closing Date to (but excluding) the second anniversary of the Microsemi Acquisition Closing Date and (C) 5.75 to 1.00 for any such period ended on or after the second anniversary of the Microsemi Acquisition Closing Date; provided that, for purposes of calculating the Total Leverage Ratio, until any outstanding principal amount (up to, but not in excess of, $700,000,000 in the earlier aggregate) in respect of the Junior Convertible Notes shall be excluded from such calculation. Notwithstanding the foregoing, for any period ended prior to the Microsemi Acquisition Closing Date, the Borrower shall be permitted to allow the maximum Total Leverage Ratio permitted under this Section 6.11(a) to be increased (i) to 5.50 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the consummation first of a such four consecutive fiscal quarters (such fiscal quarters, the “Specified Acquisition Quarters”) and (ii) termination to 5.25 to 1.00 for a period of the acquisition agreement related to three consecutive fiscal quarters immediately following the Specified Quarters (such Specified Acquisitionperiod of seven consecutive fiscal quarters, the “Adjusted Covenant Period”), in each case if the aggregate consideration paid or to be paid (whether in cash, stock or a combination thereof) in respect of such acquisition exceeds $200,000,000 (and in respect of which the Borrower shall provide notice at any time at or prior to the closing of such Permitted Acquisition in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such acquisition (regarding the name of the Person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a Pro Forma Basis with the maximum Total Leverage Ratio shall not include any Indebtedness of 5.50 to 1.00 on the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds closing date of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement acquisition (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available but giving effect (including giving effect on a Pro Forma Basis) to such acquisition (and any period for related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the four-quarter period beginning with the applicable testing period in which such Specified Acquisition accordance with its terms)); provided that it is consummated understood and agreed that (such period in which the Specified Acquisition is consummatedw) during any Adjusted Covenant Period, the “Specified Acquisition Consummation Period”) and continuing through Borrower may, by written notice to the fourth Administrative Agent (which notice shall be irrevocable), elect to terminate such Adjusted Covenant Period prior to the expiration of the seven consecutive fiscal quarter period originally comprising such Adjusted Covenant Period and in such case the maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 5.00 to 1.00 for the fiscal quarter identified by the Borrower in such written notice and such Adjusted Covenant Period shall be deemed to have ended immediately following the first end of the last day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 fiscal quarter immediately preceding such identified fiscal quarter, (in lieu of the ratio set forth for such period above); provided that (ix) the Borrower may deliver not elect a Specified Acquisition Notice no more than three times during new Adjusted Covenant Period for at least one fiscal quarter following the life end of an Adjusted Covenant Period (regardless of whether an Adjusted Covenant Period has ended due to seven consecutive fiscal quarters having elapsed or by operation of the immediately preceding clause (x) of this Agreement and proviso), (iiy) after any Specified Acquisition Consummation at the end of an Adjusted Covenant Period, the Borrower must have a maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 5.00 to 1.00 as of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above, and (z) the Borrower may elect to deliver a Specified Acquisition Notice for an additional timeAdjusted Covenant Period not more than one time from and after February 8, 2017.

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-fiscal quarter period to shall not be greater than 4.00:1.00. Notwithstanding the foregoing: (a) for purposes ratio of calculating 3.50 to 1.00; provided, that, if the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Ellie Mae Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio Date shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”)have occurred, the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period set forth below shall not exceed 4.50:1.00 (in lieu of be greater than the ratio set forth for opposite such period above); date below: The last day of each of the first four fiscal quarters ending on or after the Ellie Mae Acquisition Date 4.50:1.00 The last day of each of the fifth through eighth fiscal quarters ending on or after the Ellie Mae Acquisition Date 4.00:1.00 The last day of each fiscal quarter ending thereafter 3.50:1.00 provided that that, (a) if the Ellie Mae Acquisition has not occurred, at any time, and (b) if the Ellie Mae Acquisition has occurred, at any time after the later of (x) the last day of the eighth fiscal quarter ending after the Ellie Mae Acquisition Date, and (y) the last day of the first fiscal quarter of the Borrower occurring after the Ellie Mae Acquisition Date as of which the Total Leverage Ratio as of the end of such fiscal quarter has been equal to or less than 3.50:1.00, (i) upon the consummation of a Qualified Acquisition, the maximum Total Leverage Ratio shall increase to 4.00 to 1.00 as of the end of the fiscal quarter in which such Qualified Acquisition is consummated and the three full fiscal quarters immediately following the consummation of such Qualified Acquisition (such four fiscal quarter period, the “Leverage Increase Period”), (ii) except with respect to the first designation of a Qualified Acquisition, the Borrower may deliver not designate an Acquisition as a Specified Acquisition Notice “Qualified Acquisition” unless the Total Leverage Ratio as of the end of a single fiscal quarter of the Borrower since the commencement of the first Leverage Increase Period has been equal to or less than 3.50:1.00; (iii) no more than three times two Leverage Increase Periods may be elected by the Borrower during the life term of this Agreement Agreement; and (iiiv) immediately after any Specified Acquisition Consummation the end of a Leverage Increase Period, the Borrower must have a maximum Total Leverage Ratio as of no more than 4.00:1.00 for at least two consecutive the last day of the then applicable fiscal quarters before the Borrower may elect quarter shall automatically revert to deliver a Specified Acquisition Notice for an additional time3.50 to 1.00.

Maximum Total Leverage Ratio. (Section 8.2.14(a)) The ratio of (A) Consolidated Indebtedness as described below to (B) Consolidated EBITDA as of the Report Date is (insert from item 1(C), below): _____ to 1.00 A. Calculation of amount (A): (i) Consolidated Indebtedness – the sum of the following (without duplication) (in each case after giving effect to all incurrences and repayments of Indebtedness occurring on such date): (a) the principal of and premium (if any) in respect of (x) indebtedness of the Borrower and its Restricted Subsidiaries for money borrowed and (y) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Borrower or any Restricted Subsidiary is responsible or liable $ __________ (b) all Capital Lease Obligations of the Borrower and its Restricted Subsidiaries $ __________ (c) all obligations of the Borrower and its Restricted Subsidiaries issued or assumed as the deferred purchase price of property (which purchase price is due more than six months after the date of taking delivery of title to such property), including all obligations of the Borrower and its Restricted Subsidiaries for the deferred purchase price of property under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business) $ __________ (d) all obligations of the Borrower and the Restricted Subsidiaries under any drawn letters of credit, bankers’ acceptances or similar credit transactions that are not reimbursed within one Business Day following receipt by the Borrower or the relevant Restricted Subsidiary of a demand for reimbursement following payment on such letter of credit, bankers’ acceptance or similar credit transaction. $ __________ (ii) Consolidated Indebtedness: $ __________ Unsecured Notes is outstanding as of the end of the applicable fiscal quarter, the Borrower shall not permit the Total Leverage Ratio Ratio, calculated as of (x) the end of such fiscal quarter (other than any such fiscal quarter within an Acquisition Period), to be greater than 5.25:1.00 and (y) the end of such fiscal quarter within an Acquisition Period (including any fiscal quarter ending on the last day of any four-quarter period an Acquisition Period), to be greater than 4.00:1.00. Notwithstanding 5.50:1.00 B. Calculation of amount (B)—Consolidated EBITDA as of the foregoingReport Date for the four fiscal quarters then ended, on a Pro Forma Basis:29 (i) Consolidated Net Income: (a) the aggregate net income (loss) attributable to the Borrower and its Subsidiaries for purposes such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication: $ __________ (1) any net income of calculating the Total Leverage Ratioany other Person if such other Person is not a Restricted Subsidiary, until the earlier of except that (i) subject to the consummation exclusion contained in clause (5) below, the Borrower’s equity in the net income of such other Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such other Person during such period to the Borrower or any Restricted Subsidiary as a dividend or other distribution (subject, in the case of a Specified Acquisition dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) below) and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents Borrower’s equity in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day net loss of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth other Person for such period above); provided shall be included in determining such Consolidated Net Income $ __________ (2) any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower, except that (i) subject to the exclusion contained in clause (5) below, the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Borrower may deliver or another Restricted Subsidiary as a Specified Acquisition Notice no more than three times during dividend or other distribution (subject, in the life case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this Agreement clause) and (ii) after the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income (3) any income or loss attributable to discontinued operations $ __________ 29 For the purposes of calculating Consolidated EBITDA, Consolidated Net Income and the expenses and other items described above shall be adjusted with respect to the portion of Consolidated Net Income and the portion of such expenses and other items which are attributable to the Specified Acquisition Consummation PeriodDevCos and any other non-wholly owned Subsidiaries of the Borrower to reflect only the Borrower’s pro rata ownership interest in such Subsidiaries. (4) any extraordinary gains or losses, together with any related provision for taxes on such gains or losses $ __________ (5) any gain or loss, together with any related provision for taxes on such gains or losses, on Dispositions outside the ordinary course of business; provided that for purposes of this clause (5), (i) any Disposition of Equity Interests of any Subsidiary and (ii) any Material Acquisition/Disposition shall, in each case, be deemed to be outside the ordinary course of business $ __________ (6) any non-cash compensation expense realized for grants of performance shares, stock, stock options or other equity-based awards $ __________ (7) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of FASB ASC 815 $ __________ (8) any non-cash impairment or write-down under GAAP or SEC guidelines of long-term assets; provided that any reversal or other benefit of any such impairment or write-down in any future period shall be excluded from Consolidated Net Income in such future period $ __________ (9) the cumulative effect of a chance in accounting principles $ __________ Consolidated Net Income $ __________ (ii) plus, to the extent deducted in calculating Consolidated Net Income (other than in the case of items (h), (i) and (j) below) the sum of the following amounts for such period: $ __________ (a) Consolidated Interest Expense, net of interest income: (1) total interest expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding (i) write-off of deferred financing costs and (ii) accretion of interest charges on future retirement benefits and other obligations that do not constitute Indebtedness) (2) plus, to the extent not include in such total interest expense, and to the extent incurred by the Borrower or any Restricted Subsidiary, without duplication, the Borrower must have a Total Leverage Ratio sum of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.following: $ __________

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-quarter period to be greater than 4.00:1.00. Notwithstanding the foregoing:, (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times once during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 4.25:1.00 or 4.00:1.00, as applicable in accordance with the periods listed above, for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.

Maximum Total Leverage Ratio. The Borrower shall not permit Permit the Total Leverage Ratio Ratio, as of the last day of any four-quarter period Fiscal Quarter, to be greater than 4.00:1.003.50:1.00 (the “Financial Covenant”); provided that the Financial Covenant shall only be tested if on the last day of such Fiscal Quarter any Revolving Credit Loans are outstanding on such day. Notwithstanding the foregoing: (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon Borrower fails to comply with the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto Financial Covenant (a “Specified Acquisition NoticeFinancial Covenant Default”), the Borrower shall have the right to cure such Financial Covenant Default (the “Covenant Cure”) by giving the Administrative Agent irrevocable written notice of its intent to cure such Financial Covenant Default (a “Cure Notice”) on or before the fifth Business Day after the date the financial statements for the applicable Fiscal Quarter were (or were required to be) delivered pursuant to Section 6.01(a) or (b), as the case may be, and within ten (10) days after delivery of the Cure Notice, repaying Revolving Credit Loans in an amount such that either (i) the Total Leverage Ratio as of would have been lower than 3.50:1.00 on the last day of the most recently ended Fiscal Quarter if such repayment had been made on such date or (ii) all outstanding Revolving Credit Loans are repaid. Neither the Administrative Agent nor any period Lender shall impose interest at the Default Rate, accelerate the Obligations, terminate any Commitments or exercise any enforcement remedy against the Borrower or its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant Default in respect of which a Cure Notice was delivered, until the tenth day thereafter if such Financial Covenant Default has not been cured (it being understood that, for the four-quarter avoidance of doubt, at all times during such period, such Financial Covenant Default shall continue to exist for all other purposes of this Agreement, and during such period beginning the Revolving Credit Lenders shall not be required to make Revolving Credit Loans); provided that, notwithstanding the foregoing, upon the completion of a Covenant Cure, the requirements of the Financial Covenant shall be deemed to have been satisfied with the period in same effect as though there had been no Financial Covenant Default at such date or thereafter with respect to the Fiscal Quarter for which such Specified Acquisition is consummated Covenant Cure was applied; provided, further, that there shall be no more than two (such period 2) Covenant Cures in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”any four (4) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period period and there shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice be no more than three times four (4) Covenant Cures during the life term of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional timeRevolving Credit Facility.

Maximum Total Leverage Ratio. The Borrower shall will not permit the ratio (the “Total Leverage Ratio Ratio”), determined as of the last day end of any four-quarter each of its fiscal quarters ending on and after December 31, 2015, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 4.00:1.00. Notwithstanding the foregoing: (a) 4.50 to 1.00 for any such period; provided that, for purposes of calculating the Total Leverage Ratio, until any outstanding principal amount in respect of the earlier of Junior Convertible Debentures shall be excluded from such calculation. Notwithstanding the foregoing, the Borrower shall be permitted to allow the maximum Total Leverage Ratio permitted under this Section 6.11(a) to be increased (i) to 5.00 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the consummation first of a such four consecutive fiscal quarters (such fiscal quarters, the “Specified Acquisition Quarters”) and (ii) termination to 4.75 to 1.00 for a period of the acquisition agreement related to three consecutive fiscal quarters immediately following the Specified Quarters (such Specified Acquisitionperiod of seven consecutive fiscal quarters, the “Adjusted Covenant Period”), in each case if the aggregate consideration paid or to be paid (whether in cash, stock or a combination thereof) in respect of such acquisition exceeds $200,000,000 (and in respect of which the Borrower shall provide notice at any time at or prior to the closing of such Permitted Acquisition in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such acquisition (regarding the name of the Person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a Pro Forma Basis with the maximum Total Leverage Ratio shall not include any Indebtedness of 5.00 to 1.00 on the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds closing date of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement acquisition (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available but giving effect (including giving effect on a Pro Forma Basis) to such acquisition (and any period for related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the four-quarter period beginning with the applicable testing period in which such Specified Acquisition accordance with its terms)); provided that it is consummated understood and agreed that (such period in which the Specified Acquisition is consummatedw) during any Adjusted Covenant Period, the “Specified Acquisition Consummation Period”) and continuing through Borrower may, by written notice to the fourth Administrative Agent (which notice shall be irrevocable), elect to terminate such Adjusted Covenant Period prior to the expiration of the seven consecutive fiscal quarter period originally comprising such Adjusted Covenant Period and in such case the maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 4.50 to 1.00 for the fiscal quarter identified by the Borrower in such written notice and such Adjusted Covenant Period shall be deemed to have ended immediately following the first end of the last day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 fiscal quarter immediately preceding such identified fiscal quarter, (in lieu of the ratio set forth for such period above); provided that (ix) the Borrower may deliver not elect a Specified Acquisition Notice no more than three times during new Adjusted Covenant Period for at least one fiscal quarter following the life end of an Adjusted Covenant Period (regardless of whether an Adjusted Covenant Period has ended due to seven consecutive fiscal quarters having elapsed or by operation of the immediately preceding clause (x) of this Agreement and proviso), (iiy) after any Specified Acquisition Consummation at the end of an Adjusted Covenant Period, the Borrower must have a maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 4.50 to 1.00 as of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above, and (z) the Borrower may elect to deliver a Specified Acquisition Notice for an additional timeAdjusted Covenant Period not more than two times during the term of this Agreement.”

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-quarter period set forth below to be greater than 4.00:1.00. the ratio set forth opposite such period below: Period ending December 31, 2017 4.25:1.00 Period ending March 31, 2018 4.25:1.00 Period ending June 30, 2018 4.25:1.00 Period ending September 30, 2018 4.25:1.00 Period ending December 31, 2018 4.25:1.00 Period ending March 31, 2019 and thereafter 4.00:1.00 Notwithstanding the foregoing:, (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 4.25:1.00 or 4.00:1.00, as applicable in accordance with the periods listed above, for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as As of the last day of any four-each fiscal quarter period to be greater of the Borrower (commencing no earlier than 4.00:1.00. Notwithstanding December 31, 2017) (other than the foregoing: fiscal quarters of the Borrower ending on or about June 30, 2020, September 30, 2020 and December 31, 2020), so long as on such day the aggregate principal amount of outstanding Revolving Loans and Letters of Credit (a) for purposes of calculating the Total Leverage Ratio, until the earlier of other than (i) the consummation Letters of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent Credit that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents have been Cash Collateralized in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning accordance with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Periodother undrawn Letters of Credit) exceeds 35% of the aggregate Revolving Commitments as of such day, permit the Borrower must have a Total Leverage Ratio to be greater than 9.50:1.00. The Required Revolving Lenders may amend, waive or otherwise modify this Section 7.11 or the defined terms used for purposes of no more this Section 7.11 or waive any Default or Event of Default resulting from a breach of this Section 7.11 without the consent of any Lenders other than 4.00:1.00 the Required Revolving Lenders in accordance with the provisions of Section 10.08(b)(ix). (b) Section 1.01 of the Credit Agreement is hereby amended by adding the following paragraph to the end of the definition of “Consolidated EBITDA” set forth therein: Notwithstanding the foregoing, solely for at least purposes of determining Consolidated EBITDA in connection with calculating the Total Leverage Ratio for purposes of compliance with Section 7.11 for any Test Period ending on or after March 31, 2021 and on or prior to September 30, 2021, (X) Consolidated EBITDA for the Test Period ending on March 31, 2021 shall be equal to the greater of (I) Consolidated EBITDA for such Test Period as determined in accordance with this definition of “Consolidated EBITDA” and (II) the product of (x) Consolidated EBITDA for the fiscal quarter period ending on March 31, 2021 and (y) 4.83, (Y) Consolidated EBITDA for the Test Period ending on June 30, 2021 shall be equal to the greater of (I) Consolidated EBITDA for such Test Period as determined in accordance with this definition of “Consolidated EBITDA” and (II) the product of (x) Consolidated EBITDA for the period of two consecutive fiscal quarters before ending on June 30, 2021 and (y) 2.24, and (Z) Consolidated EBITDA for the Borrower may elect Test Period ending on September 30, 2021 shall be equal to deliver the greater of (I) Consolidated EBITDA for such Test Period as determined in accordance with this definition of “Consolidated EBITDA” and (II) the product of (x) Consolidated EBITDA for the period of three consecutive fiscal quarters ending on September 30, 2021 and (y) 1.45; provided that, for the avoidance of doubt, such amounts referenced in this paragraph shall be subject to add-backs and adjustments pursuant to Section 1.09 and shall give effect to calculations on a Specified Acquisition Notice for an additional timePro Forma Basis in accordance with this Agreement (including the “run-rate” cost savings, operating expense reductions, operating improvements and synergies (and the “run-rate” impact on Consolidated EBITDA occurring as a result of business initiatives) described above or in Section 1.09, subject in each case to applicable limitations set forth therein.

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-fiscal quarter period to shall not be greater than 4.00:1.00. Notwithstanding the foregoing: (a) for purposes ratio of calculating 3.50 to 1.00; provided, that, if the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Ellie Mae Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio Date shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”)have occurred, the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period set forth below shall not exceed 4.50:1.00 (in lieu of be greater than the ratio set forth for opposite such period above); date below: The last day of each of the first four fiscal quarters ending on or after the Ellie Mae Acquisition Date 4.50:1.00 The last day of each of the fifth through eighth fiscal quarters ending on or after the Ellie Mae Acquisition Date 4.00:1.00 The last day of each fiscal quarter ending thereafter 3.50:1.00 provided that that, (a) if the Ellie Mae Acquisition has not occurred, at any time, and (b) if the Ellie Mae Acquisition has occurred, at any time after the later of (x) the last day of the eighth fiscal quarter ending after the Ellie Mae Acquisition Date, and (y) the last day of the first fiscal quarter of the Borrower occurring after the Ellie Mae Acquisition Date as of which the Total Leverage Ratio as of the end of such fiscal quarter has been equal to or less than 3.50:1.00, (i) upon the consummation of a Qualified Acquisition, the maximum Total Leverage Ratio shall increase to 4.00 to 1.00 as of the end of the fiscal quarter in which such Qualified Acquisition is consummated and the three full fiscal quarters immediately following the consummation of such Qualified Acquisition (such four fiscal quarter period, the “Leverage Increase Period”), (ii) except with respect to the first designation of a Qualified Acquisition, the Borrower may deliver not designate an Acquisition as a Specified Acquisition Notice “Qualified Acquisition” unless the Total Leverage Ratio as of the end of a single fiscal quarter of the Borrower since the commencement of the first Leverage Increase Period has been equal to or less than 3.50:1.00; (iii) no more than three times two Leverage Increase Periods may be elected by the Borrower during the life term of this Agreement Agreement; and (iiiv) immediately after any Specified Acquisition Consummation the end of a Leverage Increase Period, the Borrower must have a maximum Total Leverage Ratio as of no more than 4.00:1.00 for at least two consecutive the last day of the then applicable fiscal quarters before the Borrower may elect quarter shall automatically revert to deliver a Specified Acquisition Notice for an additional time3.50 to 1.00.”

Maximum Total Leverage Ratio. The Borrower shall will not permit the ratio (the “Total Leverage Ratio Ratio”), determined as of the last day end of any four-quarter each of its fiscal quarters ending on and after December 31, 2016, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 4.00:1.00. Notwithstanding the foregoing: (a) 5.00 to 1.00 for any such period; provided that, for purposes of calculating the Total Leverage Ratio, until any outstanding principal amount (up to, but not in excess of, $700,000,000 in the earlier aggregate) in respect of the Junior Convertible Debentures (and, after the refinancing thereof in whole or in part with the proceeds of the New Subordinated Debt, the New Subordinated Debt to the extent the New Subordinated Debt is issued within seventy-five (75) days of the Amendment No. 2 Effective Date) shall be excluded from such calculation. Notwithstanding the foregoing, the Borrower shall be permitted to allow the maximum Total Leverage Ratio permitted under this Section 6.11(a) to be increased (i) to 5.50 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the consummation first of a such four consecutive fiscal quarters (such fiscal quarters, the “Specified Acquisition Quarters”) and (ii) termination to 5.25 to 1.00 for a period of the acquisition agreement related to three consecutive fiscal quarters immediately following the Specified Quarters (such Specified Acquisitionperiod of seven consecutive fiscal quarters, the “Adjusted Covenant Period”), in each case if the aggregate consideration paid or to be paid (whether in cash, stock or a combination thereof) in respect of such acquisition exceeds $200,000,000 (and in respect of which the Borrower shall provide notice at any time at or prior to the closing of such Permitted Acquisition in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such acquisition (regarding the name of the Person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a Pro Forma Basis with the maximum Total Leverage Ratio shall not include any Indebtedness of 5.50 to 1.00 on the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds closing date of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement acquisition (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available but giving effect (including giving effect on a Pro Forma Basis) to such acquisition (and any period for related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the four-quarter period beginning with the applicable testing period in which such Specified Acquisition accordance with its terms)); provided that it is consummated understood and agreed that (such period in which the Specified Acquisition is consummatedw) during any Adjusted Covenant Period, the “Specified Acquisition Consummation Period”) and continuing through Borrower may, by written notice to the fourth Administrative Agent (which notice shall be irrevocable), elect to terminate such Adjusted Covenant Period prior to the expiration of the seven consecutive fiscal quarter period originally comprising such Adjusted Covenant Period and in such case the maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 5.00 to 1.00 for the fiscal quarter identified by the Borrower in such written notice and such Adjusted Covenant Period shall be deemed to have ended immediately following the first end of the last day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 fiscal quarter immediately preceding such identified fiscal quarter, (in lieu of the ratio set forth for such period above); provided that (ix) the Borrower may deliver not elect a Specified Acquisition Notice no more than three times during new Adjusted Covenant Period for at least one fiscal quarter following the life end of an Adjusted Covenant Period (regardless of whether an Adjusted Covenant Period has ended due to seven consecutive fiscal quarters having elapsed or by operation of the immediately preceding clause (x) of this Agreement and proviso), (iiy) after any Specified Acquisition Consummation at the end of an Adjusted Covenant Period, the Borrower must have a maximum Total Leverage Ratio permitted under this Section 6.11(a) shall revert to 5.00 to 1.00 as of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above, and (z) the Borrower may elect to deliver a Specified Acquisition Notice for an additional timeAdjusted Covenant Period not more than one time from and after the Amendment No. 2 Effective Date.”

Maximum Total Leverage Ratio. The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-fiscal quarter, beginning with the first fiscal quarter period to of 2014, shall not be greater than 4.00:1.00. Notwithstanding the foregoing: (a) for purposes of calculating the Total Leverage Ratio, until the earlier ratio of (i) at any time prior to the IDHC Acquisition Date (or the termination of the IDHC Acquisition Agreement) or after the first anniversary of the IDHC Acquisition Date, 3.25 to 1.00 and (ii) at any time on or after the IDHC Acquisition Date but on or prior to the first anniversary of the IDHC Acquisition Date, 3.75 to 1.00. 3.50 to 1.00; provided that (i) upon the consummation of a Specified Qualified Acquisition, the maximum Total Leverage Ratio shall increase to 4.00 to 1.00 as of the end of the fiscal quarter in which such Qualified Acquisition is consummated and the three full fiscal quarters immediately following the consummation of such Qualified Acquisition (such four fiscal quarter period, the “Leverage Increase Period”), (ii) termination except with respect to the first designation of the acquisition agreement related to such Specified a Qualified Acquisition, the Borrower may not designate an Acquisition as a “Qualified Acquisition” unless the Total Leverage Ratio shall not include any Indebtedness as of the end of at least two consecutive full fiscal quarters of the Borrower since the commencement of the first Leverage Increase Period has been equal to or the Guarantors to the extent that less than 3.00:1.00; (xiii) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% two Leverage Increase Periods may be elected by the Borrower during the term of this Agreement; and (iv) immediately after the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt end of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”)Leverage Increase Period, the maximum Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive then applicable fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect automatically revert to deliver a Specified Acquisition Notice for an additional time3.50 to 1.00.

Maximum Total Leverage Ratio. (Section 8.2.14(a)) The Borrower shall not permit the Total Leverage Ratio ratio of (A) Consolidated Indebtedness as described below to (B) Consolidated EBITDA as of the last day Report Date is (insert from item 1(C), below): _____ to 1.00 A. Calculation of amount (A): (i) Consolidated Indebtedness – the sum of the following (without duplication) (in each case after giving effect to all incurrences and repayments of Indebtedness occurring on such date): (a) the principal of and premium (if any) in respect of (x) indebtedness of the Borrower and its Restricted Subsidiaries for money borrowed and (y) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Borrower or any four-quarter period Restricted Subsidiary is responsible or liable $__________ (b) all Capital Lease Obligations of the Borrower and its Restricted Subsidiaries $__________ (c) all obligations of the Borrower and its Restricted Subsidiaries issued or assumed as the deferred purchase price of property (which purchase price is due more than six months after the date of taking delivery of title to be greater than 4.00:1.00such property), including all obligations of the Borrower and its Restricted Subsidiaries for the deferred purchase price of property under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business) $__________ (d) all obligations of the Borrower and the Restricted Subsidiaries under any drawn letters of credit, bankers’ acceptances or similar credit transactions that are not reimbursed within one Business Day following receipt by the Borrower or the relevant Restricted Subsidiary of a demand for reimbursement following payment on such letter of credit, bankers’ acceptance or similar credit transaction. Notwithstanding $__________ (ii) Consolidated Indebtedness: $__________ B. Calculation of amount (B) - Consolidated EBITDA as of the foregoingReport Date for the four fiscal quarters then ended, on a Pro Forma Basis: (i) Consolidated Net Income: (a) the aggregate net income (loss) attributable to the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication: $__________ (1) any net income of any other Person if such other Person is not a Restricted Subsidiary, except that (i) subject to the exclusion contained in clause (5) below, the Borrower’s equity in the net income of such other Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such other Person during such period to the Borrower or any Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) below) and (ii) the Borrower’s equity in a net loss of any such other Person for such period shall be included in determining such Consolidated Net Income $__________ (2) any net income of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower, except that (i) subject to the exclusion contained in clause (5) below, the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause) and (ii) the Borrower’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income (3) any income or loss attributable to discontinued operations $__________ (4) any extraordinary gains or losses, together with any related provision for taxes on such gains or losses $__________ (5) any gain or loss, together with any related provision for taxes on such gains or losses, on Dispositions outside the ordinary course of business; provided that for purposes of this clause (5), (i) any Disposition of Equity Interests of any Subsidiary and (ii) any Material Acquisition/Disposition shall, in each case, be deemed to be outside the ordinary course of business $__________ (6) any non-cash compensation expense realized for grants of performance shares, stock, stock options or other equity-based awards $__________ (7) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of FASB ASC 815 $__________ (8) any non-cash impairment or write-down under GAAP or SEC guidelines of long-term assets; provided that any reversal or other benefit of any such impairment or write-down in any future period shall be excluded from Consolidated Net Income in such future period $__________ (9) the cumulative effect of a chance in accounting principles $__________ (10) any gain or loss that may result as a result of a repurchase and/or cancellation of incentive distribution rights $__________ Consolidated Net Income $__________ (ii) plus, to the extent deducted in calculating Consolidated Net Income (other than in the Total Leverage Ratiocase of items (h), until (i) and (j) below) the earlier sum of the following amounts for such period: $__________ (a) Consolidated Interest Expense, net of interest income: (1) total interest expense of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding (i) write-off of deferred financing costs and (ii) accretion of interest charges on future retirement benefits and other obligations that do not constitute Indebtedness) (2) plus, to the extent not include in such total interest expense, and to the extent incurred by the Borrower or any Restricted Subsidiary, without duplication, the sum of the following: $__________ (A) interest expense attributable to Capital Lease Obligations (B) capitalized interest $__________ (C) non-cash interest expense ; $__________ Consolidated Interest Expense: $__________ (3) minus interest income $__________ Consolidated Interest Expense, net of interest income: $__________ (b) provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of the Borrower and the Restricted Subsidiaries for such period $__________ (c) depletion, depreciation and impairment charges and expenses of the Borrower and the Restricted Subsidiaries for such period $__________ (d) amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of the Borrower and the Restricted Subsidiaries for such period $__________ (e) losses for such period from the early extinguishment of Indebtedness $__________ (f) non-recurring transaction costs expensed (in accordance with GAAP) by the Borrower and the Restricted Subsidiaries in connection with (i) the consummation of a Specified Acquisition and Transactions or Amendment No. 2, (ii) termination any issuance of Permitted Unsecured Notes occurring not later than 90 days following the Closing Date and (iii) to the extent permitted hereunder, any (A) amendments, restatements and other modifications of the acquisition agreement Loan Documents and (B) acquisition, investment, disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction undertaken but not completed), in each, case whether or not successful, in an aggregate amount under this subclause (iii) not to exceed, in any four-quarter period, $15,000,000 $__________ (g) non-cash charges related to legacy employee liabilities $__________ (h) net cash proceeds of insurance received, or recognized as a receivable in accordance with GAAP, for such Specified Acquisition, period in respect of a casualty event (to the Total Leverage Ratio shall not include any Indebtedness extent such amount is reducing an expense on the statement of operations of the Borrower for such period relating to such casualty event) or business interruption $__________ (i) any cash payments received by the Guarantors Borrower or any of its Restricted Subsidiaries in such period representing any deficiency payment pursuant to minimum volume commitments, minimum well commitments or similar arrangements (in each case, solely to the extent that (x) not otherwise included in the calculation of Consolidated Net Income for such Indebtedness was incurred solely to finance such Specified Acquisition (and or any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) prior period and (y) such Indebtedness is redeemable or prepayable at no more than 101% increasing deferred revenue of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”Borrower and its Restricted Subsidiaries), after deducting the Total Leverage Ratio as of the last day amount of any period for cash payment previously collected and required to be credited to the four-quarter period beginning with the period in which applicable customers under such Specified Acquisition is consummated minimum volume commitments, minimum well commitments or similar arrangements as a result of previous deficiency payments made under such minimum volume commitments, minimum well commitments or similar arrangements (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided it being understood that this clause (i) the Borrower may deliver be a Specified Acquisition Notice no more than three times during the life of this Agreement and (iinegative number) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.$__________