The revolver contains a springing net first lien secured leverage covenant to be tested should revolver utilization exceed 35%, set at 7.1x with no step downs (4.6x estimated as of December 30, 2020). Moody's expects that Precisely will maintain sufficient cushion over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings can be upgraded if Precisely demonstrates strong organic growth and maintains financial strategy that will sustain debt-to-EBITDA leverage below 6x and free cash flow to debt above 5%. The ratings could be downgraded should Precisely experience a deep organic revenue decline, margin deterioration or any other operating challenges related to the integration of S&D. Quantitatively, this could be represented by debt-to-EBITDA exceeding 8x or negative free cash flow beyond 2021.