Artisan Partners Asset Management Inc.

The Borrower will not permit the Consolidated Leverage Ratio, as of the last day of any fiscal quarter of the Borrower, to be greater than 3.00:1.00; provided, that, at the Borrower’s election, after the consummation of a Qualified Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following such Qualified Acquisition (including the fiscal quarter in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the maximum permitted Consolidated Leverage Ratio shall be increased to 3.50:1.00; provided, further, that, (i) the Borrower may terminate any Leverage Increase Period early, at any time, in its sole discretion, (ii) for at least two (2) fiscal quarters of the Borrower immediately following the expiration of each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarter shall not be greater than 3.00:1.00 prior to giving effect to another Leverage Increase Period, and (iii) there shall be no more than two (2) Leverage Increase Periods during the term of this Agreement.

The Borrower will not permit the Consolidated Interest Coverage Ratio, as of the last day of any fiscal quarter of the Borrower for the period of four (4) fiscal quarters ending on such date, to be less than 4.00:1.00.