Common use of Financial Covenant Clause in Contracts

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25, 2022) to exceed 8.30 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and Letters of Credit (whether or not such Letters of Credit have been Cash Collateralized or backstopped)) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25September 30, 20222017) to exceed 8.30 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 7.11 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding up to $50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 7.50 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25September 30, 20222017) to exceed 8.30 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 ‎Section 7.11 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding up to $50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 7.50 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25March 31, 2022) to 2021)to exceed 8.30 8.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans (excluding, for the first four full three Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and Transactions), Swing Line Loans and/or Letters of Credit (whether or not such excluding (i) Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer and (ii) up to $20,000,000 of other Letters of Credit) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 8.50 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Parent Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 2530, 20222017) to exceed 8.30 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 7.11 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding (a) up to $100,000,000 of Letters of Credit and (b) other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant covenant contained in this Section 7.11 not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant such covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant covenant be adjusted to a level below 8.30 7.50 to 1.00. Section 7.12. [Reserved].

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Lead Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 2530, 20222020) to exceed 8.30 5.75 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans (excluding, for the first four full three Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and Transaction Expenses), Swing Line Loans and/or Letters of Credit (whether or not such excluding up to $15,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 5.75 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25December 31, 20222021) to exceed 8.30 4.99 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding (i) Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer and (ii) up to $25,000,000 of other Letters of Credit) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 4.99 to 1.00.

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25September 30, 20222017) to exceed 8.30 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 ‎Section 7.11 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding up to $50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 7.50 to 1.00. Section 7.12. [Reserved].

Financial Covenant. Except with the written consent of the Required Revolving Credit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of a Test Period (commencing with the Test Period ending on or about June 25September 30, 20222017) to exceed 8.30 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 7.11 shall not be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding up to $50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting Change shall occur which would have resulted in the Financial Covenant not having been set at the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided that, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant be adjusted to a level below 8.30 7.50 to 1.00. Section 12.12. [Reserved].

Financial Covenant. Except with the written consent of the Required Revolving Credit RevolvingCredit Lenders, the Borrower will not permit the Consolidated First Lien Net Leverage Ratio as of the last day lastday of a Test Period (commencing with the Test Period ending on or about June 25September 30, 20222017) to exceed 8.30 toexceed 7.50 to 1.00 (the “Financial Covenant”) (provided that the provisions of this Section 7.09 shall not 7.11 shallnot be applicable to any such Test Period if on the last day of such Test Period the aggregate principal amount principalamount of Revolving Credit Loans, Swing Line Loans (excluding, for the first four full Test Periods following the Closing Date, any Revolving Credit Loans applied to finance the Transactions and and/or Letters of Credit (whether or not such excluding up to$50,000,000 of Letters of Credit and other Letters of Credit which have been Cash Collateralized or backstopped)orbackstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer) that are issued and/or issuedand/or outstanding is equal to or less than 35% of the greater of (a) the Revolving Credit Facility and (b) $1,000,000,000Facility). In the event that any Accounting anyAccounting Change shall occur which would have resulted in the Financial Covenant not having been set at setat the same cushion to Consolidated EBITDA for the most recent Test Period then ended prior to such Accounting suchAccounting Change, then the Financial Covenant shall be recalculated to maintain such cushion; provided thatprovidedthat, for the avoidance of doubt, and notwithstanding the foregoing, in no event shall the Financial Covenant FinancialCovenant be adjusted to a level below 8.30 7.50 to 1.001.00.Section 7.12. [Reserved].