Annual Recurring Revenue. Tested as of the last day of each fiscal quarter of Borrower commencing with the fiscal quarter ending June 30, 2020, Annual Recurring Revenue of at least the following amounts at the following times:

Annual Recurring Revenue. Permit the amount of Annual Recurring Revenue for any fiscal quarter of Borrower to be less than the minimum amount of Annual Recurring Revenue set forth below opposite such fiscal quarter: Fiscal Quarter Ending Minimum Annual Recurring Revenue March 31, 2020 $ 66,670,000 June 30, 2020 $ 70,430,000 September 30, 2020 $ 73,700,000 December 31, 2020 $ 77,510,000 March 31, 2021 $ 81,990,000 June 30, 2021 $ 87,900,000 September 30, 2021 $ 92,910,000 December 31, 2021 $ 98,430,000 March 31, 2022 $ 100,790,000 June 30, 2022 $ 104,650,000 September 30, 2022 $ 107,640,000 December 31, 2022 and each fiscal $ 111,190,000 quarter thereafter

Annual Recurring Revenue. (i) Section 2.11(f)(i) of the Company Disclosure Schedule sets forth a detailed schedule providing for reduction in the businesses deferred revenue resulting from the Company’s acquisition of the business from VMware in 2016. (ii) For each VMware Customer whose relationship arises under the Reseller Agreement, Section 2.11(f)(ii) of the Company Disclosure Schedule contains a true, correct and complete copy of the final reseller report agreed to by VMware and the Company for the applicable quarter, or a preliminary or estimated report for any quarter for which a final reseller report has not yet been provided, which includes (i) the name of each customer, (2) the license type by each customer, (3) the expiration date of each license and (4) annual recurring revenue dollar value of the license for each customer. (iii) Section 2.11(f)(iii) of the Company Disclosure Schedule sets forth the following items for each customer that is not a customer under the VMware Reseller Agreement and was not acquired in the Company’s acquisition of the business of the Company from VMware in 2016 (including customers who have contracted directly with the Company or who have contracted through a reseller other than VMware): (i) the name of such customer, (2) the license type by each customer, (3) the expiration date of each license and (4) annual recurring revenue dollar value of the license for each customer. (iv) Section 2.11(f)(iv) of the Company Disclosure Schedule sets forth the Company’s good faith estimate, to its knowledge, of the following items for each customer not otherwise covered by clauses (i), (ii) or (iii) of this Section 2.11(f): (i) the name of such customer, (2) the license type by each customer, (3) the expiration date of each license, if available and (4) annual recurring revenue dollar value of the license for each customer. Except as set forth on Section 2.11(f)(iv) of the Company Disclosure Schedule, the customers set forth therein are customers of the Company by virtue of the Company’s relationship with VMware.

Annual Recurring Revenue. Permit Recurring Revenue for the trailing 4 fiscal quarter period ending as at the last day of any fiscal quarter of the Borrower to be less than 115% of the actual Recurring Revenue for the same period in the prior fiscal year. Notwithstanding anything to the contrary herein, following any Permitted Acquisition or similar purchase or acquisition on or after the date hereof, the covenant level corresponding to each fiscal quarter following such transaction shall be automatically increased by the Covenant Adjustment Amount applicable to such fiscal quarter. Promptly following any Permitted Acquisition or similar purchase or acquisition on or after the date hereof, the Borrower shall deliver a certificate of a Responsible Officer setting forth the Acquired Company Recurring Revenue with respect to such transaction (the “Acquired Company Recurring Revenue Certificate”), together with reasonably detailed calculations in support thereof. The Administrative Agent shall determine each Covenant Adjustment Amount in consultation with the Borrower based on such Acquired Company Recurring Revenue Certificate, and the determination by the Administrative Agent of any Covenant Adjustment Amount shall be conclusive and binding on the Borrower in the absence of manifest error. The Administrative Agent may rely on the information set forth in the Acquired Company Recurring Revenue Certificate without independent verification thereof, and the Administrative Agent shall have no liability to the Borrower or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error in the calculation of the Covenant Adjustment Amount that is due to inaccurate information set forth in the Acquired Company Recurring Revenue Certificate. Following the calculation of the Covenant Adjustment Amounts in accordance with the foregoing, the Administrative Agent shall notify the Borrower of the revised covenant levels after giving effect to such Covenant Adjustment Amounts. sf-5589619

Related to Annual Recurring Revenue

Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.
Contract Quarterly Sales Reports The Contractor shall submit complete Quarterly Sales Reports to the Department’s Contract Manager within 30 calendar days after the close of each State fiscal quarter (the State’s fiscal quarters close on September 30, December 31, March 31, and June 30). Reports must be submitted in MS Excel using the DMS Quarterly Sales Report Format, which can be accessed at xxxxx://xxx.xxx.xxxxxxxxx.xxx/business_operations/ state_purchasing/vendor_resources/quarterly_sales_report_format. Initiation and submission of the most recent version of the Quarterly Sales Report posted on the DMS website is the responsibility of the Contractor without prompting or notification from the Department’s Contract Manager. If no orders are received during the quarter, the Contractor must email the DMS Contract Manager confirming there was no activity.
End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.
Quarterly Sales Reports The Contractor shall submit a completed Quarterly Sales Report electronically, in the required format, to the Department’s Contract Manager within thirty (30) calendar days after close of each quarter. The quarterly sales report can be found here: xxxxx://xxx.xxx.xxxxxxxxx.xxx/business_operations/ state_purchasing/vendor_resources/quarterly_sales_report_format. The Contract Quarterly Sales Report will include all sales and orders associated with this Contract from Customers received during the reporting period. Initiation and submission of the Sales Report is the responsibility of the Contractor without prompting or notification from the DMS Contract Manager. Failure to provide the quarterly sales report will result in the imposition of financial consequences and may result in the Contractor being found in default and the termination of the Contract. Initiation and submission of the quarterly sales report are the responsibility of the Contractor without prompting or notification by the Department. Sales will be reviewed on a quarterly basis. If no sales are recorded during the period, the Contractor must submit a report stating that there was no activity. If no sales are recorded in two consecutive quarters, the Contractor may be placed in probationary status or the Department may terminate the Contract. Quarter 1 – (July-September) – due 30 calendar days after the close of the period Quarter 2 – (October-December) – due 30 calendar days after the close of the period Quarter 3 – (January-March) – due 30 calendar days after the close of the period Quarter 4 – (April-June) due 30 calendar days after the close of the period Exceptions may be made if a delay in submitting reports is attributable to circumstances that are clearly beyond the control of the Contractor. The burden of proof of unavoidable delay shall rest with the Contractor and shall be supplied in a written form and submitted to the Department. The Department reserves the right to request additional sales information as needed.
Gross Revenue The Gross Revenue shall be inclusive of installation charges, late fees, sale proceeds of handsets (or any other terminal equipment etc.), revenue on account of interest, dividend, value added services, supplementary services, access or interconnection charges, roaming charges, revenue from permissible sharing of infrastructure and any other miscellaneous revenue, without any set-off for related item of expense, etc.
EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.
Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000
Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.
Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.
Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

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