Common use of First Lien Leverage Ratio Clause in Contracts

First Lien Leverage Ratio. On the last day of any Test Period ending on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period ending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant as of the last day of such Test Period, then, solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions (unless so cured). 6.00:1. 00. (i) for the first Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the most recently ended Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarter; (ii) for the second Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the two most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; (iii) for the third Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the three most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person), the applicable following terms have the meanings specified below:

First Lien Leverage Ratio. On the last day of any Test Period ending on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period ending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter thereafter. (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant as of the last day of such Test Period, then, solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions (unless so cured). 6.00:1. 00. (i) for the first Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the most recently ended Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarter; (ii) for the second Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the two most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; (iii) for the third Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the three most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or PersonLender), the applicable following terms have the meanings specified below:

First Lien Leverage Ratio. On the last day of any Test Period ending on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period ending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant as of the last day of such Test Period, then, solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions (unless so cured). 6.00:1. 00.Notwithstanding the other provisions of this Agreement, from and after the termination of the Covenant Waiver Period, for purposes of calculating the First Lien Leverage Ratio for purposes of this Section 6.15 and determining compliance with the Financial Covenant (if then tested): (i) for the first Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the most recently ended Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarter; (ii) for the second Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the two most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; (iii) for the third Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the three most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or PersonLender), the applicable following terms have the meanings specified below:

First Lien Leverage Ratio. On Except with the last day written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 2018) that ends prior to the First Amendment Effective Date and on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Relief Period ending during the Covenant Waiver PeriodTermination Date, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall will not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied and its Restricted Subsidiaries on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant a consolidated basis as of the last day of such Test PeriodPeriod to exceed 4.25:1.00; provided that, then, solely commencing on the First Amendment Effective Date and until immediately prior to the extent Relief Period Termination Date, the Revolving Facility Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Condition was otherwise satisfied Period ending on such last day, and subject to the rights and limitations each date set forth in Section 6.15(b)below to be greater than the corresponding First Lien Leverage Ratio set forth below: ; provided, a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions further, that (unless so cured). 6.00:1. 00.x): (i) for the first purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended March 31, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the most recently ended Fiscal Quarter fiscal quarter of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by four and (y) the Seasonal Adjustment Factor sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for such Fiscal Quarterwhich financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); (ii) for the second purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended June 30, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the two most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by two and (y) the Seasonal Adjustment Factor sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for such Fiscal Quarters;which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); and (iii) for the third purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended September 30, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the three most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under have been or are required to be delivered pursuant to Section 5.01(a6.01(a) or 6.01(b) divided by 0.75 and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 5.01(b6.01(a) or 6.01(b). and (y) each Compliance Certificate delivered in connection with the Test Periods described in clauses (i), (ii) and (iii) above shall state whether the calculation of the First Lien Leverage Ratio for the relevant Test Period was calculated based on clause (x) or clause (y), as applicable. Thereafter, Consolidated EBITDA shall be calculated for each Test Period using the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under delivered pursuant to Section 5.01(a6.01(a) or Section 5.01(b6.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person), the applicable following terms have the meanings specified below:.

First Lien Leverage Ratio. On Following the exercise of the Call Right or the Put Right under the Call/Put Agreement, on the last day of any Test Period ending on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period ending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant as of the last day of such Test Period, then, solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions (unless so cured). 6.00:1. 00.Notwithstanding the other provisions of this Agreement, from and after the termination of the Covenant Waiver Period, for purposes of calculating the First Lien Leverage Ratio for purposes of this Section 6.15 and determining compliance with the Financial Covenant (if then tested): (i) for the first Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the most recently ended Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarter; (ii) for the second Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the two most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; (iii) for the third Test Period ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the product of (x) Consolidated Adjusted EBITDA for the three most recently ended consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person)Lenders, the applicable following terms have the meanings specified below:

First Lien Leverage Ratio. On Except with the last day written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 2018) that ends prior to the First Amendment Effective Date and on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Relief Period ending during the Covenant Waiver PeriodTermination Date, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall will not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied and its Restricted Subsidiaries on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant a consolidated basis as of the last day of such Test PeriodPeriod to exceed 5.00:1.00. On and after the Relief Period Termination Date, then, solely for the purposes of calculating the Financial Covenant (this clause (a) being referred to herein as the extent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions (unless so cured). 6.00:1. 00.“Financial Covenant”): (i) for the first Test Period ending after termination of the Covenant Waiver PeriodRelief Period Termination Date, Consolidated Adjusted EBITDA shall be deemed to be either, at the product option of the Borrower, (xx)(I) Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the most recently ended Fiscal Quarter fiscal quarter of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by (yII) four (4) or (y)(I) the Seasonal Adjustment Factor sum of Consolidated EBITDA as calculated for, and allocated solely to, the two most recently ended fiscal quarters of the Borrower for such Fiscal Quarterwhich financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by (II) two (2); (ii) for the second Test Period ending after termination of the Covenant Waiver Period, Relief Period Termination Date Consolidated Adjusted EBITDA shall be deemed to be the product of (x) if the Borrower elected to calculate Consolidated Adjusted EBITDA for the first Test Period ending after the Relief Period Termination Date pursuant to clause (a)(i)(x) above, (I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the two most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by (II) two (2) and (y) if the Seasonal Adjustment Factor Borrower elected to calculate Consolidated EBITDA for such Fiscal Quarters;the first Test Period ending after the Relief Period Termination Date pursuant to clause (a)(i)(y) above, (I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the three most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided by (II) 0.75; and (iii) for the third Test Period ending after termination of the Covenant Waiver Period, Relief Period Termination Date Consolidated Adjusted EBITDA shall be deemed to be the product of (x) if the Borrower elected to calculate Consolidated Adjusted EBITDA for the first Test Period ending after the Relief Period Termination Date pursuant to clause (a)(i)(x) above, (I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the three most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), multiplied be delivered pursuant to Section 6.01(a) or 6.01(b) divided by (II) 0.75 and (y) if the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) Borrower elected to calculate Consolidated EBITDA for the avoidance of doubt, for the fourth first Test Period ending after the Covenant Waiver Relief Period and each Test Period ending thereafterTermination Date pursuant to clause (a)(i)(y) above, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the most recently completed four consecutive Fiscal Quarters then most recently ended fiscal quarters of the Borrower ending on or prior to such date for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been deliveredbe delivered pursuant to Section 6.01(a) or 6.01(b); provided that . Thereafter, Consolidated EBITDA shall be calculated for any each Test Period set forth in clauses (i) through (iii) above using the most recently completed four consecutive fiscal quarters of the Borrower may elect (with any ending on or prior to such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended date for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been deliveredbe delivered pursuant to Section 6.01(a) or 6.01(b). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person), the applicable following terms have the meanings specified below:.

First Lien Leverage Ratio. On Except with the last day written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to the First Amendment Effective Date and on or after the last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Relief Period ending during the Covenant Waiver PeriodTermination Date, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower shall will not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied and its Restricted Subsidiaries on such last day) and (B) accordingly, if the Borrower would not have been in compliance with the Financial Covenant a consolidated basis as of the last day of such Test PeriodPeriod to exceed 4.25:1.00; provided that, then, solely commencing on the First Amendment Effective Date and until immediately prior to the extent Relief Period Termination Date, the Revolving Facility Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Condition was otherwise satisfied Period ending on such last day, and subject to the rights and limitations each date set forth in Section 6.15(b)below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31, a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the Covenant Waiver Conditions 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (unless so cured). 6.00:1. 00.x): (i) for the first purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended March 31, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the most recently ended Fiscal Quarter fiscal quarter of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by four and (y) the Seasonal Adjustment Factor sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for such Fiscal Quarterwhich financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); (ii) for the second purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended June 30, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the two most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered), be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by two and (y) the Seasonal Adjustment Factor sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for such Fiscal Quarters;which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); and (iii) for the third purpose of calculating the First Lien Leverage Ratio for the Test Period ending after termination of the Covenant Waiver Periodended September 30, 2021, Consolidated Adjusted EBITDA shall be deemed to be the product greater of (x) the sum of Consolidated Adjusted EBITDA for as calculated for, and allocated solely to, the three most recently ended consecutive Fiscal Quarters fiscal quarters of the Borrower for which financial statements under have been or are required to be delivered pursuant to Section 5.01(a6.01(a) or 6.01(b) divided by 0.75 and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 5.01(b6.01(a) or 6.01(b). and (y) each Compliance Certificate delivered in connection with the Test Periods described in clauses (i), (ii) and (iii) above shall state whether the calculation of the First Lien Leverage Ratio for the relevant Test Period was calculated based on clause (x) or clause (y), as applicable, have been delivered (or are required to have been delivered), multiplied by (y) the Seasonal Adjustment Factor for such Fiscal Quarters; and (iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered); provided that for any Test Period set forth in clauses (i) through (iii) above the Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person), the applicable following terms have the meanings specified below:.