Common use of Consolidated Senior Secured Net Leverage Ratio Clause in Contracts

Consolidated Senior Secured Net Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Senior Secured Net Leverage Ratio to be greater than 3.75 to 1.00. Notwithstanding the foregoing, upon the consummation of any Permitted Acquisition or series of Permitted Acquisitions occurring during any nine (9) month period following the Seventh Amendment Effective Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $150,000,000, the Borrower may, at its election (in connection with such Permitted Acquisition or series of Permitted Acquisitions and by not less than five (5) Business Days’ written notice to the Administrative Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated), increase the required Consolidated Senior Secured Net Leverage Ratio pursuant to this Section to 4.25 to 1.00, which increase shall be applicable for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated (applied retroactively, as of the end of such fiscal quarter, and which will prevent the occurrence of a Default or Event of Default under this Section as of the end of such fiscal quarter so long as the maximum Consolidated Senior Secured Net Leverage Ratio in effect following the exercise of such increase option is not exceeded) and the three (3) consecutive fiscal quarters thereafter; provided that the Borrower shall be permitted to exercise such increase option under this sentence no more than one time during any consecutive twenty-four (24) month period.”

Consolidated Senior Secured Net Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Senior Secured Net Leverage Ratio to be greater than 3.75 3.00 to 1.00. Notwithstanding the foregoing, upon the consummation of in connection with any Permitted Acquisition or series of with respect to which the Permitted Acquisitions occurring during any nine (9) month period following the Seventh Amendment Effective Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of Acquisition Consideration exceeds $150,000,000100,000,000, the Borrower may, at its election (election, in connection with such Permitted Acquisition or series of Permitted Acquisitions and by not less than five (5) Business Days’ upon prior written notice to the Administrative Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated)Agent, increase the required Consolidated Senior Secured Net Leverage Ratio pursuant to this Section 10.3 to 4.25 3.50 to 1.00, which such increase shall be applicable (i) with respect to a Permitted Acquisition that is not a Limited Conditionality Acquisition, for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated (applied retroactively, as of the end of such fiscal quarter, and which will prevent the occurrence of a Default or Event of Default under this Section as of the end of such fiscal quarter so long as the maximum Consolidated Senior Secured Net Leverage Ratio in effect following the exercise of such increase option is not exceeded) and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Conditionality Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 10.3 on the LCA Test Date, for the fiscal quarters thereafterquarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Secured Leverage Ratio Increase”); provided that (A) such increase shall apply solely with respect to compliance with this Section 10.3 and any determination of the Borrower Consolidated Senior Secured Net Leverage Ratio for purposes of the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement, (B) there shall be permitted to exercise at least two full fiscal quarters following the cessation of each such increase option under this sentence Secured Leverage Ratio Increase during which no more than one time during any consecutive twenty-four (24) month period.”Secured Leverage Ratio Increase shall then be in effect

Consolidated Senior Secured Net Leverage Ratio. As of the last day of any fiscal quarter, permit Permit the Consolidated Senior Secured Net 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 3.75 2.50 to 1.00. Notwithstanding ; provided that, to the foregoing, upon the consummation of any extent a Material Permitted Acquisition or series of Permitted Acquisitions occurring during any nine (9) month period following the Seventh Amendment Effective Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $150,000,000, is consummated by the Borrower mayor any other Loan Party in any fiscal quarter, at its the election (in connection with such Permitted Acquisition or series of Permitted Acquisitions and by not less than five (5) Business Days’ the Borrower upon written notice to the Administrative Agent no later than ten (10) Business Days prior to delivery of the date in which the financial statements and the 102 174721465 related Compliance Certificate are required to be delivered pursuant to Section 8.1(a6.01(a) or (bSection 6.01(b), as applicable, and Section 6.02(b) for the fiscal quarter in which such Material Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated), increase the Consolidated Senior Secured Net Leverage Ratio shall be no greater than 3.00 to 1.00 (but solely for purposes of compliance with this Section 7.11(b) and the definition of “Permitted Acquisition” only and for no other purposes herein or in the other Loan Documents) with respect to the fiscal quarter in which the Material Permitted Acquisition is consummated and the immediately subsequent three (3) fiscal quarters thereafter (such period, the “Adjusted Covenant Period”) (it being understood and agreed that following the end of the Adjusted Covenant Period, the required Consolidated Senior Secured Net Leverage Ratio pursuant shall revert to this Section 2.50 to 4.25 to 1.00, which increase shall be applicable for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated (applied retroactively, 1.00 as of the end of such fiscal quarter, and which will prevent the occurrence of a Default or Event of Default under this Section as of the end of such fiscal quarter so long as the maximum Consolidated Senior Secured Net Leverage Ratio in effect following the exercise of such increase option is not exceeded) and the each subsequent three (3) consecutive fiscal quarters thereafteruntil another Adjusted Covenant Period (if any) occurs); provided further that (i) there may only be two (2) such Adjusted Covenant Periods during the Borrower term of the Revolving Facility and (ii) there shall be permitted to exercise such increase option under this sentence no more than one time during any consecutive twenty-four at least two (242) month periodfull fiscal quarters between Adjusted Covenant Periods.”

Consolidated Senior Secured Net Leverage Ratio. As of the last day of any fiscal quarter, permit the Consolidated Senior Secured Net Leverage Ratio to be greater than 3.75 to 1.00. 119071794_7 Notwithstanding the foregoing, upon the consummation of any Permitted Acquisition or series of Permitted Acquisitions occurring during any nine (9) month period following the Seventh Amendment Effective Date having aggregate consideration (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $150,000,000, the Borrower may, at its election (in connection with such Permitted Acquisition or series of Permitted Acquisitions and by not less than five (5) Business Days’ written notice to the Administrative Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) ), as applicable, for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated), increase the required Consolidated Senior Secured Net Leverage Ratio pursuant to this Section to 4.25 to 1.00, which increase shall be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Transaction, for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated (applied retroactively, as of the end of such fiscal quarter, and which will prevent the occurrence of a Default or Event of Default under this Section as of the end of such fiscal quarter so long as the maximum Consolidated Senior Secured Net Leverage Ratio in effect following the exercise of such increase option is not exceeded) and the three (3) consecutive fiscal quarters thereafterthereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Transaction, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) and the definition of “Permitted Acquisition”, on the LCT Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive fiscal quarters after which such Permitted Acquisition is consummated; provided that the Borrower shall be permitted to exercise such increase option under this sentence no more than one time during any consecutive twenty-four (24) month period.”