Common use of Consolidated Senior Secured Leverage Ratio Clause in Contracts

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 Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the 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 Material Acquisition was consummated), the Consolidated Senior Secured Leverage Ratio 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 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 at of the last day 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 Parent Borrower and its Subsidiaries ending with any Required Lenders, the Company may not elect a Senior Secured Leverage Ratio Adjusted Covenant Period for at least one fiscal quarter set forth below to exceed following the ratio set forth below opposite such fiscal quarter: Notwithstanding the foregoing, if the Parent Borrower or any end of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior Senior Secured Leverage Ratio Adjusted Covenant Period before a new Senior Secured Leverage Ratio Adjusted Covenant Period is available again pursuant to the earlier foregoing clause (x) for a new period of four consecutive fiscal quarters; provided, further, that (i) the date that is thirty Company shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Permitted Acquisition (30regarding the name of the Person or assets being acquired and the approximate purchase price, subject in each case to applicable confidentiality restrictions) days after consummating the relevant Material Acquisition and (ii) at the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect end of the such period of four consecutive fiscal quarter in which such Material Acquisition was consummated)quarters, the maximum Consolidated Senior Secured Leverage Ratio may be 0.50 permitted shall revert 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 be no greater than 4.25 3.50 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 at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to 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 March 20, 2019, then the maximum Consolidated Senior Secured Leverage Ratio shall be 4.00 to 1.00 with a stepdown to 3.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the 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 Material Acquisition was consummated), the Consolidated Senior Secured Leverage Ratio 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 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 at the last day of any period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries ending with end of any fiscal quarter set forth below of HoldCo to exceed be greater than 3.25 to 1.00; provided, that for each of the ratio set forth below opposite such four (4) fiscal quarter: Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates quarters immediately following a Material Qualified Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the 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 Material Acquisition was consummated), the Consolidated Senior Secured Leverage Ratio 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 commencing with the fiscal quarter in which such Material Qualified Acquisition is consummatedwas consummated (such period of increase, the “Leverage Increase Period”), the required ratio set forth above shall be increased by up to 0.25; provided provided, further that (xi) 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 required maximum Consolidated Senior Secured Leverage Ratio that would shall revert to the then-permitted ratio (without giving effect to such increase) for at least one (1) fiscal quarter before a new Leverage Increase Period may be invoked, (iv) the Leverage Increase Period shall only apply (A) with respect to the calculation of the Consolidated Senior Secured Leverage Ratio for purposes of determining compliance with this Section 7.11(a) as a result of the end of any fiscal quarter of HoldCo during such step-up 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 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-upsdisregarded.

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 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 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 clause (b)(i) or (b)(ii) of the definition thereof, in which case 3.75 to 1.00 ; provided that, in the event that the Filtration Acquisition is not consummated on or prior to March 20, 2019, then the maximum Consolidated Senior Secured Leverage Ratio shall be 4.00 to 1.00 with a stepdown to 3.75 to 1.00 commencing on December 31, 2020. Notwithstanding the foregoing, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the 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 Material Acquisition was consummated), the Consolidated Senior Secured Leverage Ratio 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 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 at of the last day end of any period of four consecutive fiscal quarters Measurement Period ending as of the Parent Borrower and its Subsidiaries ending with end of any fiscal quarter of the Borrower set forth below to exceed be greater than the ratio set forth below opposite such fiscal quarterperiod: Notwithstanding the foregoingMarch 31, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition2015 4.00:1.00 June 30, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (2015 4.00:1.00 September 30) days after consummating the relevant Material Acquisition , 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 (ii) the date by which the Parent Borrower has to deliver financial statements in accordance with Section 6.1(a) or (b) in respect of the each fiscal quarter in which such Material Acquisition was consummated)thereafter 3.50:1.00 provided, however, that the Consolidated Senior Secured Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) levels set forth above may, upon written notice of the proviso belowBorrower to the Administrative Agent, be increased by 0.25:1.00 (a “quarter-turn”) greater than the ratios set forth in the table above or the proviso connection with any Permitted Acquisition with a Cost of Acquisition in the immediately preceding sentenceexcess of $35,000,000, 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 returning to the levels set forth above for the first period of four fiscal quarters ending after the date that would apply as a result is twelve months after the date of such Permitted Acquisition; provided further that, (x) in any such step-up event, the maximum Consolidated Senior Secured Leverage Ratio for any period shall not be no increased to be greater than 4.25 to 1.004.00:1.00, (y) such step-up the Consolidated Senior Secured Leverage Ratio levels shall only not be permitted twice during this Agreement increased pursuant to the foregoing proviso on more than two occasions in the period from the Closing Date through the Revolving Facility Maturity Date and (z) there shall 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 two four full fiscal quarters in between any such step-upsquarters.

Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as at of the last day 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 1.0, 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, on and after November 1, 2022, upon the occurrence of a Qualified Acquisition, for each of the four consecutive (4) fiscal quarters of the Parent Borrower and its Subsidiaries ending with any fiscal quarter set forth below to exceed immediately following the ratio set forth below opposite consummation of such fiscal quarter: Notwithstanding Qualified Acquisition (including, for the foregoingavoidance of doubt, if the Parent Borrower or any of its Subsidiaries consummates a Material Acquisition, at the election of the Parent Borrower (the notice of which election shall be given prior to the earlier of (i) the date that is thirty (30) days after consummating the relevant Material Acquisition and (ii) the 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 Material Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the applicable ratio set forth above immediately prior to this proviso shall be increased to 3.50 to 1.0; provided, further, that, (A) no more than one (1) Leverage Increase Period shall be in effect at any time, (B) for at least two (2) fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Senior Secured Leverage Ratio may be 0.50 to 1.00 (or such lesser amount as is required to comply with clause (x) of the proviso below) 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 ratios 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 table above or the proviso in the immediately preceding sentence, as applicable, for end of any period of four (4) consecutive fiscal quarters starting of the Borrower ending as of the last day of any fiscal quarter of the Borrower, and (2) determining the 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 fiscal quarter 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 which connection with the consummation of such Material Acquisition is consummated; provided that (x) the required Consolidated Senior Secured Qualified Acquisition).the Leverage Ratio that would apply as a result of any such step-up shall 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-upsTarget.