Common use of Consolidated Senior Secured Leverage Ratio Clause in Contracts

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any Measurement Period to be greater than 3.50 to 1.00; provided, that (x) the Company may elect to increase the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(a) to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $125,000,000 (each such period, a “Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), absent the consent of the Required Lenders, the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant to the foregoing clause (x) for a new period of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Permitted Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end of such period of four consecutive fiscal quarters, the maximum Consolidated Senior Secured Leverage Ratio permitted shall revert to 3.50 to 1.00.

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any Measurement Period fiscal quarter of HoldCo to be greater than 3.50 3.25 to 1.00; provided, that for each of the four (x4) fiscal quarters immediately following a Qualified Acquisition, commencing with the Company may elect fiscal quarter in which such Qualified Acquisition was consummated (such period of increase, the “Leverage Increase Period”), the required ratio set forth above shall be increased by up to increase 0.25; provided, further that (i) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, (ii) there shall be no more than one (1) Leverage Increase Period in effect at any time with respect to this Section 7.11(a), (iii) the maximum Consolidated Senior Secured Leverage Ratio shall revert to the then-permitted under this Section 6.17(aratio (without giving effect to such increase) to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $125,000,000 (each such period, a “Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), absent the consent of the Required Lenders, the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one (1) fiscal quarter following the end of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Increase Period is available again pursuant may be invoked, (iv) the Leverage Increase Period shall only apply (A) with respect to the foregoing clause (x) for a new period of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Permitted Acquisition (regarding the name calculation of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end of such period of four consecutive fiscal quarters, the maximum Consolidated Senior Secured Leverage Ratio for purposes of determining compliance with this Section 7.11(a) as of the end of any fiscal quarter of HoldCo during such period, (B) for purposes of determining compliance with this Section 7.11(a) on Pro Forma Basis to determine if an Acquisition is a Permitted Acquisition and (C) for purpose of determining compliance with this Section 7.11(a) on a Pro Forma Basis to determine if an Incremental Facility Loan is permitted to be incurred and (v) for purposes of determining compliance with this Section 7.11(a) subsequent to the Second Amendment Effective Date, any Leverage Increase Period that commenced prior to the Second Amendment Effective Date shall revert to 3.50 to 1.00be disregarded.

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the end 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 4.00 to 1.00Not applicable September 30, 2020 Not applicable unless the Suspension Period has been terminated pursuant to clause (b)(i) of any Measurement the definition thereof, in which case 4.00 to 1.00 December 31, 2020 and thereafter Not applicable unless the Suspension Period has been terminated pursuant to be greater than 3.50 clause (b)(i) or (b)(ii) of the definition thereof, in which case 3.75 to 1.001.00 ; providedprovided that, in the event that (x) the Company may elect Filtration Acquisition is not consummated on or prior to increase March 20, 2019, then the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(a) shall be 4.00 to 1.00 with a stepdown to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during commencing on December 31, 2020. Notwithstanding the first of such four fiscal quarters foregoing, if the aggregate consideration paid Parent Borrower or to be paid in respect any of such Permitted Acquisition exceeds $125,000,000 (each such periodits Subsidiaries consummates a Material Acquisition, a “Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding at the foregoing clause (x), absent the consent election of the Required Lenders, Parent Borrower (the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end notice of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant which election shall be given prior to the foregoing clause (x) for a new period earlier of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to date that is thirty (30) days after consummating the Administrative Agent of such increase and a transaction description of such Permitted relevant Material Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end 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 period of four consecutive fiscal quartersMaterial Acquisition was consummated), the maximum Consolidated Senior Secured Leverage Ratio permitted 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 or the 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 Senior Secured Leverage Ratio that would apply as a result of any such step-up shall revert to 3.50 be no greater than 4.25 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 Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than (i) 3.00 to 1.0, for any fiscal quarter ending during the period from the Closing Date to and including October 30, 2021, (ii) 4.00 to 1.0, for any fiscal quarter ending during the period from October 31, 2021 to and including April 30, 2022, (iii) 3.50 to 1.001.0, for any fiscal quarter ending during the period from May 1, 2022 to and including October 31, 2022, and (iv) 3.00 to 1.0, for any fiscal quarter ending thereafter; provided, that that, on and after November 1, 2022, upon the occurrence of a Qualified Acquisition, for each of the four (x4) fiscal quarters of the Company may elect to increase Borrower immediately following the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(aconsummation of such Qualified Acquisition (including, for the avoidance of doubt, the fiscal quarter in which such Qualified Acquisition was consummated) to 3.75 to 1.00 for any (such period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $125,000,000 (each such periodincrease, a “Senior Secured Leverage Ratio Adjusted Covenant Increase Period”) and (y) notwithstanding the foregoing clause (x), absent the consent of the Required Lenders, the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant applicable ratio set forth above immediately prior to the foregoing clause (x) for a new period of four consecutive fiscal quartersthis proviso shall be increased to 3.50 to 1.0; provided, further, that that, (iA) the Company no more than one (1) Leverage Increase Period shall provide notice be in writing to the Administrative Agent of such increase and a transaction description of such Permitted Acquisition effect at any time, (regarding the name B) for at least two (2) fiscal quarters of the Person or assets being acquired and Borrower immediately following each Leverage Increase Period, the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at Consolidated Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.00 to 1.0 prior to giving effect to another Leverage Increase Period, and (C) each Leverage Increase Period shall only apply with respect to the calculation of the Consolidated Leverage Ratio for purposes of (1) determining compliance with the financial maintenance covenant set forth in this Section 7.11(a) as of the end of any period of four (4) consecutive fiscal quartersquarters of the Borrower ending as of the last day of any fiscal quarter of the Borrower, and (2) determining the maximum Consolidated Senior Secured permissibility of the consummation of the Qualified Acquisition with respect to which such Leverage Increase Period relates (or, to the extent such Qualified Acquisition is financed with the proceeds of an Incremental Facility or any Permitted Unsecured Debt, for purposes of determining the permissibility of the incurrence of such 13743030v113743030v2 ​ Incremental Facility or such Permitted Unsecured Debt in connection with the consummation of such Qualified Acquisition).the Leverage Ratio permitted shall revert to 3.50 to 1.00Target.

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as at the last day of the end of any Measurement Period to be greater than 3.50 to 1.00; provided, that (x) the Company may elect to increase the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(a) to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection of the Parent Borrower and its Subsidiaries ending with a Permitted Acquisition occurring during any fiscal quarter set forth below to exceed the first of ratio set forth below opposite such four fiscal quarters quarter: Notwithstanding the foregoing, if the aggregate consideration paid Parent Borrower or to be paid in respect any of such Permitted Acquisition exceeds $125,000,000 (each such periodits Subsidiaries consummates a Material Acquisition, a “Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding at the foregoing clause (x), absent the consent election of the Required Lenders, Parent Borrower (the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end notice of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant which election shall be given prior to the foregoing clause (x) for a new period earlier of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to date that is thirty (30) days after consummating the Administrative Agent of such increase and a transaction description of such Permitted relevant Material Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end 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 period of four consecutive fiscal quartersMaterial Acquisition was consummated), the maximum Consolidated Senior Secured Leverage Ratio permitted 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 or the 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 Senior Secured Leverage Ratio that would apply as a result of any such step-up shall revert to 3.50 be no greater than 4.25 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 Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than 3.50 to 1.00; the ratio set forth below opposite such period: March 31, 2015 4.00:1.00 June 30, 2015 4.00:1.00 September 30, 2015 4.00:1.00 December 31, 2015 4.00:1.00 March 31, 2016 4.00:1.00 June 30, 2016 3.75:1.00 September 30, 2016 3.75:1.00 December 31, 2016 3.75:1.00 March 31, 2017 and each fiscal quarter thereafter 3.50:1.00 provided, however, that (x) the Company may elect to increase the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(alevels set forth above may, upon written notice of the Borrower to the Administrative Agent, be increased by 0.25:1.00 (a “quarter-turn”) to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection with a any Permitted Acquisition occurring during with a Cost of Acquisition in excess of $35,000,000, with the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $125,000,000 (each such period, a “required Consolidated Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), absent the consent of the Required Lenders, the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant returning to the foregoing clause 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, (x) for a new period of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Permitted Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end of such period of four consecutive fiscal quartersany event, the maximum Consolidated Senior Secured Leverage Ratio permitted for any period shall revert not be increased to 3.50 be greater than 4.00:1.00, (y) the Consolidated Senior Secured Leverage Ratio levels shall not be increased pursuant to 1.00the 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 Senior Secured Leverage Ratio levels pursuant to the foregoing proviso, no subsequent increase in the Consolidated Senior Secured Leverage Ratio levels pursuant to the foregoing proviso may be made until after the required Consolidated Senior Secured Leverage Ratio has been at the applicable level set forth in the grid above (without giving effect to any increase pursuant to the foregoing proviso) for at least four full fiscal quarters.

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the end of Parent Borrower and its Subsidiaries ending with any Measurement Period fiscal quarter set forth below to be greater than 3.50 exceed the ratio set forth below opposite such fiscal quarter: ; provided that, in the event that the Filtration Acquisition is not consummated on or prior to 1.00; providedMarch 20, that (x) the Company may elect to increase 2019, then the maximum Consolidated Senior Secured Leverage Ratio permitted under this Section 6.17(a) shall be 4.00 to 1.00 with a stepdown to 3.75 to 1.00 for any period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during commencing on December 31, 2020. Notwithstanding the first of such four fiscal quarters foregoing, if the aggregate consideration paid Parent Borrower or to be paid in respect any of such Permitted Acquisition exceeds $125,000,000 (each such periodits Subsidiaries consummates a Material Acquisition, a “Senior Secured Leverage Ratio Adjusted Covenant Period”) and (y) notwithstanding at the foregoing clause (x), absent the consent election of the Required Lenders, Parent Borrower (the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter following the end notice of a Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant which election shall be given prior to the foregoing clause (x) for a new period earlier of four consecutive fiscal quarters; provided, further, that (i) the Company shall provide notice in writing to date that is thirty (30) days after consummating the Administrative Agent of such increase and a transaction description of such Permitted relevant Material Acquisition (regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) and (ii) at the end 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 period of four consecutive fiscal quartersMaterial Acquisition was consummated), the maximum Consolidated Senior Secured Leverage Ratio permitted 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 or the 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 Senior Secured Leverage Ratio that would apply as a result of any such step-up shall revert to 3.50 be no greater than 4.25 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.