Common use of Consolidated First Lien Net Leverage Ratio Clause in Contracts

Consolidated First Lien Net Leverage Ratio. Permit the Consolidated First Lien Net Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: December 31, 2011 through September 30, 2012 5.50:1.00 December 31, 2012 through September 30, 2013 5.25:1.00 December 31, 2013 through September 30, 2014 4.75:1.00 December 31, 2014 through September 30, 2015 4.25:1.00 December 31, 2015 and thereafter 3.50:1.00 Solely for purposes of determining compliance with the financial covenant set forth herein, any cash equity contribution (which equity shall be common equity or other equity on terms and conditions reasonably acceptable to the Administrative Agent) made to the Borrower during the period commencing on the first day of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements for the relevant fiscal quarter are required to be delivered pursuant to Section 6.1(a) or Section 6.1(b), as applicable, shall, at the request of Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenant set forth herein for periods including such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter-period there shall be a period of at least two fiscal quarters in which no Specified Equity Contribution is made and there shall not be more than four Specified Equity Contributions during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth herein, (c) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for the purpose of determining compliance with the financial covenant set forth herein for any fiscal quarter ended prior to the fiscal quarter in which such Specified Equity Contribution was made and (d) upon the Administrative Agent’s receipt of any such request of Borrower to include any Specified Equity Contribution in the calculation of Consolidated EBITDA, until the 10th Business Day after the applicable day on which financial statements are required to be delivered pursuant to Section 6.1(a) or Section 6.1(b), as applicable, no Credit Party shall exercise any right to accelerate the Loans or terminate the Commitments and no Credit Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing as a result of a breach of this Section 7.1. For the avoidance of doubt, all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement.