Common use of Consolidated Net Leverage Ratio Clause in Contracts

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower (A) ending on or prior to September 30, 2023 to be greater than 4.00 to 1.0 and (B) ending on or after December 31, 2023, 3.75 to 1.0; provided that, in each case, in connection with any Material Acquisition, upon written notice from the Borrower to the Administrative Agent, the maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such period, the “Leverage Increase Period”), shall be increased by 0.50 to 1.0. Following the expiration of any Leverage Increase Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the termination of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this Agreement.

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower (A) ending on or prior to September 30, 2023 2024 to be greater than 4.00 to 1.0 and (B) ending on or after December 31, 20232024, 3.75 to 1.0; provided that, in each case, in connection with any Material Acquisition, upon written notice from the Borrower to the Administrative Agent, the maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such period, the “Leverage Increase Period”), shall be increased by 0.50 to 1.0. Following the expiration of any Leverage Increase Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the termination of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this Agreement.

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower (A) ending on or prior to September 30, 2023 during any period set forth below to be greater than 4.00 to 1.0 and the ratio set forth below for such fiscal quarter (B) ending on or after December 31, 2023, 3.75 to 1.0; provided that, in each case, in connection with any Material Acquisition, upon written notice from the Borrower to the Administrative Agent, the maximum permitted “Leverage Maintenance Covenant”): Fiscal Quarter Maximum Consolidated Net Leverage Ratio for each Restatement Date through September 30, 2017 5.50:1.00 Thereafter 4.50:1.00 155 Notwithstanding the foregoing, the Consolidated Net Leverage Ratio as of the four consecutive last day of the first fiscal quartersquarter ending after the Collateral Release Date shall not be greater than 3.50:1.00; provided that if, beginning with at the end of any subsequent fiscal quarter, the Consolidated Net Leverage Ratio is greater than 3.50:1.00 and the Borrower has entered into a Permitted Acquisition within such fiscal quarter (a fiscal quarter in which such Material Acquisition occurs conditions are satisfied, a “Trigger Quarter”), then the Consolidated Net Leverage Ratio may be greater than 3.50 to 1.00 but shall not be greater than 4.00:1.00 for such Trigger Quarter and the next succeeding three fiscal quarters (such period, the “Leverage Increase Acquisition Compliance Period”); provided, further, that, following the occurrence of a Trigger Quarter, no subsequent Trigger Quarter shall be increased by 0.50 deemed to 1.0. Following have occurred or to exist for any reason unless and until the expiration of any Leverage Increase Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again is less than or equal to 3.50:1.00 as provided in of the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio end of any fiscal quarter following the termination occurrence of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this Agreementinitial Trigger Quarter.

Consolidated Net Leverage Ratio. (i) Permit No Credit Party shall, nor shall it permit any of its Subsidiaries to, permit the Consolidated Net Leverage Ratio as of the end last day of any fiscal quarter Fiscal Quarter of the Borrower (A) ending on or prior to September 30, 2023 during the periods set forth below to be greater than 4.00 the ratio set forth below opposite such period: Period Maximum Consolidated Net Leverage Ratio Sixth Amendment Effective Date through and including June 30, 2019 3.50 to 1.0 1.00 September 30, 2019 through and (B) ending on or after December 31including June 30, 20232021 3.25 to 1.00 September 30, 3.75 2021 and thereafter 3.00 to 1.01.00 ; provided that, in each caseat the Borrower’s option, in connection with any Material Acquisition, upon written notice from not more than two times after the Borrower to the Administrative Agent, the maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such period, the “Leverage Increase Period”), shall be increased by 0.50 to 1.0. Following the expiration of any Leverage Increase PeriodSixth Amendment Effective Date, the maximum Consolidated Net Leverage Ratio cannot permitted by this clause (a) may be subsequently increased again by 0.50:1.00 (each such election, a “Consolidated Net Leverage Ratio Increase”) for the four consecutive fiscal quarter ending dates (or such shorter time, as may be elected by the Borrower) immediately following the consummation of any Material Acquisition; provided further that, in any event (without regard to the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with making of more than one Material Acquisition), the maximum Consolidated Net Leverage Ratio as set forth in permitted by this Section 8.11(aclause (a) (after must return to the decrease in such maximum Consolidated Net Leverage Ratio following level provided for in the termination of such Leverage Increase Period) above table for two (2) consecutive the fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this Agreement.quarter

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower (A) ending on or prior to September 30, 2023 to be greater than 4.00 (x) initially 3.50 to 1.0 1.00 and (By) commencing with the Measurement Period ending on or after December 31September 30, 20232024 and thereafter, 3.75 to 1.03.25:1.00; provided that, in each case, in connection with any Material Acquisition, at the election of the Borrower upon written notice from the Borrower to the Administrative Agent, during the maximum permitted four consecutive fiscal quarters including and following the quarter in which the Company or any of its Subsidiaries consummates a Specified Permitted Acquisition after September 30, 2024, the Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs shall be no greater than 3.50 to 1.00 (such period, the “Leverage Increase Adjusted Covenant Period”), shall be increased by 0.50 to 1.0. Following ) (it being understood and agreed that following the expiration end of any Leverage Increase the Adjusted Covenant Period, the maximum required Consolidated Net Leverage Ratio cannot shall revert to 3.25 to 1.00 as of the end of each subsequent fiscal quarter until another Adjusted Covenant Period (if any) occurs); provided further that (i) there may only be subsequently increased again as provided in the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the termination of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that such Adjusted Covenant Periods during the maximum Consolidated Net Leverage Ratio may term of the Facility and (ii) there shall be increased no more than at least two (2) times during the term of this Agreement.full fiscal quarters between Adjusted Covenant Periods. 7.12

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any four fiscal quarter of period to exceed, (i) commencing with the Borrower (A) Fiscal Quarter ending on or prior to September 30, 2023 to be greater than 4.00 to 1.0 through and including September 30, 2024, 4:00:1.0 and (Bii) commencing with the Fiscal Quarter ending on or after December 31, 20232024 and thereafter, 3.75 to 1.03.75:1.0; ​ ​ provided that, in each case, that if in connection with any Permitted Acquisition (a “Material Acquisition”) for which the cash consideration (including assumed or acquired Indebtedness) for such Material Acquisition, equals or exceeds $20,000,000, then the maximum Consolidated Net Leverage Ratio permitted by this Section 7.11 for the Fiscal Quarter in which the Material Acquisition occurs and each of the following three Fiscal Quarters (the “Adjustment Period”) shall, upon written notice from by the Borrower to the Administrative Agent, Agent during the maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such periodis consummated, the “Leverage Increase Period”)be increased to 4.25:1.0; provided, further that there shall be increased by 0.50 to 1.0no more than two (2) Adjustment Periods during the term of this Agreement. Following the expiration of any Leverage Increase Adjustment Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the immediately preceding first proviso above (and a subsequent Leverage Increase Adjustment Period cannot commence) until the Borrower has delivered a quarterly Compliance Certificates Certificate evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the termination of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than does not exceed 3.75 to 1.0 for at least two (2) times during the term of this Agreementconsecutive Fiscal Quarters.

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end last day of any fiscal quarter of the Borrower Company during any period set forth below to be greater than the ratio set forth below opposite such period: Period Consolidated Net Leverage Ratio September 30, 2021 through September 30, 2023 3.75 to 1.00 December 31, 2023 and thereafter 3.50 to 1.00 Notwithstanding the foregoing, if a Permitted Acquisition involving aggregate consideration of $15,000,000 or more is consummated during a fiscal quarter ending after the Closing Date, at the request of the Company (A) ending which shall be made on or prior to September 30the date of consummation of such Permitted Acquisition), 2023 the maximum Consolidated Net Leverage Ratio permitted under this Section 7.11(b) at any time shall be increased by 0.50 to be greater than 4.00 to 1.0 and 1.00 (B) ending on or after December 31, 2023, 3.75 to 1.0; provided that, but in each case, in connection with any Material Acquisition, upon written notice from the Borrower to the Administrative Agent, no event shall the maximum permitted Consolidated Net Leverage Ratio for each of exceed 4.00 to 1.00) during such fiscal quarter and the subsequent three fiscal quarters (such four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such period, the an “Leverage Increase Elevated Ratio Period”); provided, however, (i) there shall be increased by 0.50 to 1.0. Following at least two consecutive full fiscal quarters between Elevated Ratio Periods during which the expiration Consolidated Net Leverage Ratio is not in excess of any Leverage Increase Period, the otherwise maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in permitted under this Section 8.11(a7.11(b) as of the last day thereof and (after ii) the decrease Company may in such maximum Consolidated Net Leverage its discretion, by written notice to the Administrative Agent, elect to end an Elevated Ratio following the termination of such Leverage Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this AgreementPeriod early.

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower (A) ending on or prior to September 30, 2023 set forth below to be greater than 4.00 the ratio corresponding to 1.0 and (B) ending on or after such fiscal quarter: Calendar Year March 31 June 30 September 30 December 31, 2023, 31 2016 N/A N/A N/A 3.75 to 1.0; provided that1.00 2017 3.75 to 1.00 3.75 to 1.00 3.75 to 1.00 3.75 to 1.00 2018 3.75 to 1.00 3.50 to 1.00 3.50 to 1.00 3.50 to 1.00 thereafter 3.50 to 1.00 3.50 to 1.00 3.50 to 1.00 3.50 to 1.00 provided, in each casehowever, that in connection with any Material Permitted Acquisition for which the purchase consideration (including any assumed Indebtedness of the target of such Permitted Acquisition) equals or exceeds $35,000,000, upon written notice from the Borrower to the Administrative Agent, the numerator of the otherwise applicable maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quartersquarters (unless terminated earlier by the Borrower as provided below), beginning with the fiscal quarter in which such Material Permitted Acquisition occurs (such period, the “Leverage Increase Adjustment Period”), shall be increased by 0.50 an amount equal to 1.00.50. Following the earlier of (A) the early termination of the Adjustment Period by the Borrower in a written notice delivered to the Administrative Agent and (B) expiration of any Leverage Increase Adjustment Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the immediately preceding this proviso (and a subsequent Leverage Increase Adjustment Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.11(a7.11(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the termination or expiration, as applicable, of such Leverage Increase Adjustment Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may be increased no more than two (2) times during the term of this Agreement.

Consolidated Net Leverage Ratio. (i) Permit the Consolidated Net Leverage Ratio as of the end of (x) the fiscal quarter of the Borrower ending on December 31, 2023, to be greater than 4.25 to 1.00 and (y) any fiscal quarter of the Borrower (A) ending on or prior to September 30thereafter, 2023 to be greater than 4.00 to 1.0 and (B) ending on 1.00. Notwithstanding the foregoing, following the consummation of a Specified Acquisition by the Borrower or after December 31any of its Restricted Subsidiaries, 2023, 3.75 to 1.0; provided thatthe Borrower may, in each case, in connection with any Material Acquisition, its sole discretion and upon prior written notice from the Borrower to the Administrative Agent, increase (each such increase, a “Covenant Increase”) the maximum permitted Consolidated Net Leverage Ratio for each of the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs (such period, the “Leverage Increase Period”), shall be increased by 0.50 to 1.0. Following the expiration of any Leverage Increase Period, the applicable maximum Consolidated Net Leverage Ratio cannot be subsequently increased again level set forth above for the first fiscal quarter ending immediately after such Specified Acquisition and for the 3 succeeding fiscal quarters (or such shorter time as provided in the immediately preceding proviso (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered quarterly Compliance Certificates evidencing that it was may elect, in compliance with its sole discretion) and the then maximum Consolidated Net Leverage Ratio as level set forth in this Section 8.11(a) (after the decrease in such above shall be disregarded and shall be automatically replaced with a maximum Consolidated 148 Net Leverage Ratio following level set at 4.50 to 1.00, (ii) the termination of such Leverage Covenant Increase Period) for two (2) consecutive fiscal quarters; provided, that the maximum Consolidated Net Leverage Ratio may not be increased no exercised more than two (2) times during after the term Fifth Amendment Closing Date and (iii) there shall be at least one (1) fiscal quarter which shall be subject to the maximum Consolidated Net Leverage Ratio level set forth above between the exercise of two Covenant Increases. The provisions of this AgreementSection 7.11 are for the benefit of the Term A-1 Lenders, the Term A-3 Lenders and the Revolving Credit Lenders only, as provided in Section 8.01(b).