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. 119071794_7 Notwithstanding the foregoing, upon the consummation of any Permitted Acquisition or series of Permitted Acquisitions occurring during any nine (9) month period 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 and the three (3) consecutive fiscal quarters thereafter 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.

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. 119071794_7 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 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), as applicable, 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 Condition TransactionConditionality Acquisition, for the fiscal quarter in which such Permitted Acquisition or the last of such series of Permitted Acquisitions is consummated and the three (3) consecutive fiscal quarters quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition TransactionConditionality Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) and the definition of “Permitted Acquisition”, 10.3 on the LCT LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive fiscal quarters quarterly test periods after which such Permitted Acquisition is consummatedconsummated (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 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 at least two full fiscal quarters following the cessation of each such Secured Leverage Ratio Increase during which no Secured Leverage Ratio Increase shall then be in effect (k) unsecured Indebtedness, including any Permitted Convertible Indebtedness, of the Borrower and its Subsidiaries; provided, that in the case of each incurrence of such Indebtedness: (i) no Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness; (ii) (A) the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis, as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Indebtedness for which financial statements have been delivered to the Administrative Agent, after giving effect to the issuance of such Indebtedness and use the proceeds thereof) shall be at least 0.25 below the Consolidated Total Net Leverage Ratio then required to be maintained pursuant to Section 10.1 and (B) the Consolidated Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis, as of the four (4) consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Indebtedness for which financial statements have been delivered to the Administrative Agent, after giving effect to the issuance of such Indebtedness and use the proceeds thereof) shall be at least 0.25 below the Consolidated Senior Secured Net Leverage Ratio then required to be maintained pursuant to Section 10.3; (iii) the Borrower shall be permitted to exercise such increase option under this sentence no more than one time during any consecutive twenty-in compliance with the financial covenants set forth in Article X on a Pro Forma Basis, as of the four (244) month period.consecutive fiscal quarter period most recently ended prior to the incurrence of such additional Indebtedness (or in the case of any additional Indebtedness, the proceeds of which will finance a Limited Conditionality Acquisition, the date determined pursuant to Section 1.14) for which financial statements have been delivered to the Administrative Agent, after giving effect to the issuance of such Indebtedness and use the proceeds thereof; (iv) such Indebtedness does not mature, or require any principal amortization, mandatory prepayment, put right or sinking fund obligation prior to the date that is 180 days after the then latest scheduled maturity date of the Loans and the Revolving Credit Commitments; provided that (x) any Indebtedness consisting of a customary bridge facility shall be deemed to satisfy this requirement so long as such Indebtedness automatically converts into long-term debt which satisfies this clause (iv), (y) reasonable and customary prepayment, redemption, repurchase or defeasance obligations in connection with a change of control, asset sale or the exercise of remedies after an event of default shall not disqualify such Indebtedness from satisfying the requirements of this clause (iv) and (z) for purposes of determining whether Permitted Convertible Indebtedness meets the foregoing requirements, neither any settlement upon conversion of or exchange for such Permitted Convertible Indebtedness (whether in cash, stock or other property) nor any required redemption or repurchase thereof upon a (d) the Borrower may repurchase shares of its Capital Stock in connection with the issuance of Permitted Convertible Indebtedness pursuant to, and accordance with, Section 11.1(k); provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as a result of such share repurchases; (ii) at the time of such share repurchases, the Borrower is in compliance with the financial covenants set forth in Article X on a Pro Forma Basis as of the four (4) consecutive fiscal quarter period most recently ended prior to the making of such share repurchases for which financial statements have been delivered to the Administrative Agent after giving effect to such share repurchase;

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 thereafter 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 consummatedthereafter; 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.” (x) Section 12.2 of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately preceding clause (vi) of the “provided, further” paragraph of such section and (ii) adding a new clause (vii) to end of the “provided, further” paragraph of such section as follows: “and (vii) the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c)” (y) Article XII of the Credit Agreement is hereby amended by adding a new Section 12.23 to such article as follows:

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. 119071794_7 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 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 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 (i) with respect to a Permitted Acquisition that is not a Limited Condition Transaction, for 1.00 as of the fiscal quarter in which such Permitted Acquisition or the last end of such series of Permitted Acquisitions is consummated and the each subsequent three (3) consecutive fiscal quarters thereafter or until another Adjusted Covenant Period (if any) occurs); provided further that (i) there may only be two (2) such Adjusted Covenant Periods during the term of the Revolving Facility and (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(bthere shall be at least two (2) 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 full 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 periodbetween Adjusted Covenant Periods.