Common use of Consolidated Total Net Leverage Ratio Clause in Contracts

Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than the ratio set forth below opposite such period: provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following such Qualified Acquisition (including the fiscal quarter in which such Qualified Acquisition was consummated), the maximum Consolidated Total Net Leverage Ratio permitted pursuant to this Section 7.11(b) shall be increased to 3.50 to 1.00 (a “Leverage Increase Period”); provided, further, that, (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters ending after the fiscal quarter ending September 31, 2023 evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (ii) following the expiration of any Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purpose.

Consolidated Total Net Leverage Ratio. Permit (i) Solely for the benefit of the Lenders under the Revolving Facility, without the consent of the Required Revolving Lenders, Borrower shall not permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period ending as of the end last day of any fiscal quarter of Borrower commencing with (i) the Borrower set forth below to be greater than first complete fiscal quarter ending after the ratio set forth below opposite such period: provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following such Qualified Acquisition (including Closing Date through the fiscal quarter ending December 31, 2020 to exceed 5.50 to 1.00, (ii) the fiscal quarter ending March 31, 2021 through the fiscal quarter ending December 31, 2021 to exceed 5.25:1.00; and (iii) the fiscal quarter ending March 31, 2022 and each fiscal quarter thereafter to exceed 5.00:1.00; provided that (1) the provisions of this Section 10.08(a)(i) shall not be applicable to any such fiscal quarter if on the last day of such fiscal quarter the aggregate principal amount of Revolving Loans, Swingline Loans and Letters of Credit (excluding up to $2.5 million of issued and outstanding undrawn Letters of Credit) that are issued and/or outstanding is equal to or less than 30% of the Total Revolving Commitments and (2) this Section 10.8(a)(i) shall not apply to the extent but only for so long as Section 10.8(a)(ii) is applicable in which accordance with clause (2) of the proviso thereof, provided, however, that if the Leverage Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof, this Section 10.08(a)(i) shall apply for each fiscal quarter after the Qualifying Quarter. (ii) Notwithstanding Section 10.8(a)(i) above, but only for so long as each and every Leverage Covenant Relief Period Condition shall be satisfied for the duration of the Leverage Covenant Relief Period, then solely for the benefit of the Lenders under the Revolving Facility, without the consent of the Required Revolving Lenders, Borrower shall not permit the Consolidated Total Net Leverage Ratio as of the last day of any fiscal quarter of Borrower commencing with (i) the fiscal quarter ending March 31, 2021 to exceed 6.25:1.00; (ii) the fiscal quarter ending June 30, 2021 to exceed 6.00:1.00; (iii) the fiscal quarter ending September 30, 2021 to exceed 5.75:1.00; (iv) the fiscal quarter ending December 31, 2021 to exceed 5.50:1.00 and (v) the fiscal quarter ending March 31, 2022 and each fiscal quarter thereafter to exceed 5.00:1.00; provided that (1) the provisions of this Section 10.08(a)(ii) shall not be applicable to any such Qualified Acquisition was consummated)fiscal quarter if on the last day of such fiscal quarter the aggregate principal amount of Revolving Loans, Swingline Loans and Letters of Credit (excluding up to $2.5 million of issued and outstanding undrawn Letters of Credit) that are issued and/or outstanding is equal to or less than 30% of the Total Revolving Commitments and (2) for the avoidance of doubt, (I) if at any time during the Leverage Covenant Relief Period, a default shall be made in the due observance or performance by Borrower or any Restricted Subsidiary of any Leverage Covenant Relief Period Condition or (II) Borrower shall fail to deliver the Compliance Certificate and Section 9.04 Financials in respect of the fiscal quarter ending March 31, 2021 on or prior to the dates required by this Agreement, then this Section 10.08(a)(ii) shall be null and void and shall be deemed to not have applied in respect of any Test Period ending during the Leverage Covenant Relief Period and (3) if the Leverage Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof, then the maximum Consolidated Total Net Leverage Ratio permitted pursuant to this Section 7.11(b) levels for each fiscal quarter after the Qualifying Quarter shall be increased to 3.50 to 1.00 (a “Leverage Increase Period”those as in effect and set forth in Section 10.08(a)(i); provided, further, that, (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters ending after the fiscal quarter ending September 31, 2023 evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (ii) following the expiration of any Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purpose.

Consolidated Total Net Leverage Ratio. Permit Solely with respect to the Revolving Facility and solely if the aggregate principal amount of Revolving Loans and Letters of Credit (excluding Letters of Credit that have been Cash Collateralized) outstanding (the “Revolver Usage”) exceeds (a) on the last day of any calendar quarter during the Amendment No. 3 Relief Period, $0 or (b) on the last day of any calendar quarter following the termination of the Amendment No. 3 Relief Period, 30% of the aggregate principal amount of the Revolving Credit Commitments, for each of clauses (a) and (b) above, permit the Consolidated Total Net Leverage Ratio as of to exceed the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than the applicable ratio set forth below opposite such period: provided, that, upon the occurrence of a Qualified Acquisition, for each of applicable period set forth under the four (4) fiscal quarters of table below subject to the Borrower proviso immediately following such Qualified Acquisition (including the fiscal quarter in which such Qualified Acquisition was consummated)table: April 1, the maximum Consolidated Total Net Leverage Ratio permitted pursuant to this Section 7.11(b) shall be increased to 3.50 2020 through June 30, 2020 5.75 to 1.00 (a “Leverage Increase Period”)July 1, 2020 through December 31, 2020 3.75 to 1.00 January 1, 2021 through September 30, 2021 3.25 to 1.00 October 1, 2021 through Latest Maturity Date 3.00 to 1.00 ; provided, further, that, that the following clauses (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two and (2ii) consecutive fiscal quarters ending after the fiscal quarter ending September shall apply solely prior to December 31, 2023 evidencing that 2020: (i) during the Amendment No. 3 Relief Period, solely for purposes of calculating the Consolidated Total Net Leverage Ratio was not greater than 3.00 for purposes of this Section 7.11, (A) the 1015% and 1525 % limitations referred to 1.00 as in clause (a)(vi) of the end definition of each “Consolidated EBITDA” shall not apply to such fiscal quarterclause and the corresponding references to clause (a)(vi) under the aggregate caps set forth under clauses (a)(iv), (a)(vii), and (a)(ix) of the definition of “Consolidated EBITDA” (and the corresponding provisions set forth in Section 1.09) shall not apply and (B) the 1525% limitation referred to in clause (a)(vii) of the definition of “Consolidated EBITDA” shall not apply to such clause and the corresponding references to clause (a)(vii) under the aggregate caps set forth under clauses (a)(iv), (a)(vi), and (a)(ix) of the definition of “Consolidated EBITDA” (and the corresponding provisions set forth in Section 1.09) shall not apply and (ii) following during the expiration Amendment No. 3 Relief Period (x) the Borrower or any of its Restricted Subsidiaries shall not declare or make, directly or indirectly, any Restricted Payments in reliance on any of clauses (f) through (h) of Section 7.06 or (y) on the last day of any Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot calendar quarter that Revolver Usage exceeds $0 permit Liquidity on such date to be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater less than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purpose$115,000,000.

Consolidated Total Net Leverage Ratio. Permit (i) Solely for the benefit of the Lenders under the Revolving Facility, without the consent of the Required Revolving Lenders, Borrower shall not permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period ending as of the end last day of any fiscal quarter of Borrower commencing with (i) the Borrower set forth below to be greater than first complete fiscal quarter ending after the ratio set forth below opposite such period: provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) fiscal quarters of the Borrower immediately following such Qualified Acquisition (including Closing Date through the fiscal quarter ending December 31, 2020 to exceed 5.50 to 1.00, (ii) the fiscal quarter ending March 31, 2021 through the fiscal quarter ending December 31, 2021 to exceed 5.25:1.00; and (iii) the fiscal quarter ending March 31, 2022 and each fiscal quarter thereafter to exceed 5.00:1.00; provided that (1) the provisions of this Section 10.08(a)(i) shall not be applicable to any such fiscal quarter if on the last day of such fiscal quarter (A) the aggregate principal amount of Revolving Loans, Swingline Loans and Letters of Credit (excluding up to $2.5 million of issued and outstanding undrawn Letters of Credit) that are issued and/or outstanding is equal to or less than 30% of the Total Revolving Commitments and (B) there are not more than $250.0 million of Revolving Commitments in which the aggregate in effect and (2) this Section 10.8(a)(i) shall not apply to the extent but only for so long as Section 10.8(a)(ii) is applicable in accordance with clause (2) of the proviso thereof, provided, however, that if the Leverage Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof, this Section 10.08(a)(i) shall apply for each fiscal quarter after the Qualifying Quarter. (ii) Notwithstanding Section 10.8(a)(i) above, but only for so long as each and every Leverage Covenant Relief Period Condition shall be satisfied for the duration of the Leverage Covenant Relief Period, then solely for the benefit of the Lenders under the Revolving Facility, without the consent of the Required Revolving Lenders, Borrower shall not permit the Consolidated Total Net Leverage Ratio as of the last day of any fiscal quarter of Borrower commencing with (i) the fiscal quarter ending March 31, 2021 to exceed 6.25:1.00; (ii) the fiscal quarter ending June 30, 2021 to exceed 6.00:1.00; (iii) the fiscal quarter ending September 30, 2021 to exceed 5.75:1.00; (iv) the fiscal quarter ending December 31, 2021 to exceed 5.50:1.00 and (v) the fiscal quarter ending March 31, 2022 and each fiscal quarter thereafter to exceed 5.00:1.00; provided that (1) the provisions of this Section 10.08(a)(ii) shall not be applicable to any such Qualified Acquisition was consummated)fiscal quarter if on the last day of such fiscal quarter (A) the aggregate principal amount of Revolving Loans, Swingline Loans and Letters of Credit (excluding up to $2.5 million of issued and outstanding undrawn Letters of Credit) that are issued and/or outstanding is equal to or less than 30% of the Total Revolving Commitments and (B) there are not more than $250.0 million of Revolving Commitments in the aggregate in effect and (2) for the avoidance of doubt, (I) if at any time during the Leverage Covenant Relief Period, a default shall be made in the due observance or performance by Borrower or any Restricted Subsidiary of any Leverage Covenant Relief Period Condition or (II) Borrower shall fail to deliver the Compliance Certificate and Section 9.04 Financials in respect of the fiscal quarter ending March 31, 2021 on or prior to the dates required by this Agreement, then this Section 10.08(a)(ii) shall be null and void and shall be deemed to not have applied in respect of any Test Period ending during the Leverage Covenant Relief Period and (3) if the Leverage Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof, then the maximum Consolidated Total Net Leverage Ratio permitted pursuant to this Section 7.11(b) levels for each fiscal quarter after the Qualifying Quarter shall be increased to 3.50 to 1.00 (a “Leverage Increase Period”those as in effect and set forth in Section 10.08(a)(i); provided, further, that, (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters ending after the fiscal quarter ending September 31, 2023 evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (ii) following the expiration of any Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purpose.

Consolidated Total Net Leverage Ratio. Permit Solely with respect to the Revolving Facility and solely if the aggregate principal amount of Revolving Loans and Letters of Credit (excluding Letters of Credit that have been Cash Collateralized) outstanding (the “Revolver Usage”) exceeds (a) on the last day of any calendar quarter during the Amendment No. 3 Relief Period, $0 or (b) on the last day of any calendar quarter following the termination of the Amendment No. 3 Relief Period, 30% of the aggregate principal amount of the Revolving Credit Commitments, for each of clauses (a) and (b) above, permit the Consolidated Total Net Leverage Ratio as of to exceed the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than the applicable ratio set forth below opposite such period: provided, that, upon the occurrence of a Qualified Acquisition, for each of applicable period set forth under the four (4) fiscal quarters of table below subject to the Borrower proviso immediately following such Qualified Acquisition (including the fiscal quarter in which such Qualified Acquisition was consummated)table: April 1, the maximum Consolidated Total Net Leverage Ratio permitted pursuant to this Section 7.11(b) shall be increased to 3.50 2020 through June 30, 2020 5.75 to 1.00 (a “Leverage Increase Period”)July 1, 2020 through December 31, 2020 3.75 to 1.00 January 1, 2021 through September 30, 2021 3.25 to 1.00 October 1, 2021 through Latest Maturity Date 3.00 to 1.00 ; provided, further, that, that the following clauses (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two and (2ii) consecutive fiscal quarters ending after the fiscal quarter ending September shall apply solely prior to December 31, 2023 evidencing that 2020: (i) during the Amendment No. 3 Relief Period, solely for purposes of calculating the Consolidated Total Net Leverage Ratio was not greater than 3.00 for purposes of this Section 7.11, (A) the 10% and 15% limitations referred to 1.00 as in clause (a)(vi) of the end definition of each “Consolidated EBITDA” shall not apply to such fiscal quarterclause and the corresponding references to clause (a)(vi) under the aggregate caps set forth under clauses (a)(iv), (a)(vii), and (a)(ix) of the definition of “Consolidated EBITDA” (and the corresponding provisions set forth in Section 1.09) shall not apply and (B) the 15% limitation referred to in clause (a)(vii) of the definition of “Consolidated EBITDA” shall not apply to such clause and the corresponding references to clause (a)(vii) under the aggregate caps set forth under clauses (a)(iv), (a)(vi), and (a)(ix) of the definition of “Consolidated EBITDA” (and the corresponding provisions set forth in Section 1.09) shall not apply and (ii) following during the expiration Amendment No. 3 Relief Period (x) the Borrower or any of its Restricted Subsidiaries shall not declare or make, directly or indirectly, any Restricted Payments in reliance on any of clauses (f) through (h) of Section 7.06 or (y) on the last day of any Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot calendar quarter that Revolver Usage exceeds $0 permit Liquidity on such date to be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater less than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purpose$115,000,000.

Consolidated Total Net Leverage Ratio. Permit Beginning with the Test Period ending April 1, 2023, the Borrower will not permit the Consolidated Total Net Leverage Ratio as of the end last day of any Measurement Test Period ending as of the end of any fiscal quarter of the Borrower set forth below to be greater than (i) with respect to each Test Period ending prior to the ratio set forth below opposite such period: providedTest Period ending on or about December 31, that2025, 3.50:1.00 and (ii) with respect to the Test Period ending on or about December 31, 2025 and each Test Period ending thereafter, 3.25:1.00; provided that if the Borrower or any Restricted Subsidiary consummates a Material Acquisition, then, upon the occurrence of a Qualified Acquisition, for each of the four (4) fiscal quarters of election by the Borrower immediately following such Qualified Acquisition (including to the fiscal quarter in which such Qualified Acquisition was consummated)Administrative Agent, the maximum Consolidated Total Net Leverage Ratio permitted pursuant to by this Section 7.11(b10.10(a) as of the end of the first four Test Periods ending after the date of consummation of such Material Acquisition (including the Test Period ending as of the end of the fiscal quarter in which such Material Acquisition is consummated) shall be increased to 3.50 to 1.00 by 0.50:1.00 (any such period, a “Leverage Increase Period”); provided, further, that, that (i) no the Borrower may not elect a new Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for at least two (2) consecutive fiscal quarters ending after the fiscal quarter ending September 31, 2023 evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of following the end of each such fiscal quarter, a Leverage Increase Period and (ii) following at the expiration end of any a Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio cannot be subsequently increased again as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commencepermitted by this Section 10.10(a) until shall revert to the Borrower has delivered Compliance Certificates for two (2level otherwise permitted by this Section 10.10(a) consecutive fiscal quarters evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to the calculation of this financial maintenance covenant and not for any other purposethereafter until another Leverage Increase Period (if any) is elected.

Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower set forth below Borrower, commencing with the fiscal quarter ending December 31, 2021, to be greater than 4.50:1.00; provided that if the ratio set forth below opposite such period: provided, that, upon consideration (including the occurrence principal amount of a Qualified Acquisition, any Acquired Indebtedness but excluding any contingent deferred purchase price obligations) for each of any Permitted Acquisition consummated after the four (4) fiscal quarters of Closing Date exceeds $200,000,000 and the Borrower immediately following such Qualified Acquisition (including delivers written notice to the Administrative Agent prior to the end of the fiscal quarter in which such Qualified Permitted Acquisition was consummated)occurs electing to implement the Leverage Increase Period, then the maximum Consolidated Total Net Leverage Ratio permitted pursuant to by this Section 7.11(b8.11(a) shall be increased to 3.50 to 1.00 for the fiscal quarter in which such Permitted Acquisition occurs and each of the following three fiscal quarters of the Borrower (each a “Leverage Increase Period”); provided, further, that, (i) no Leverage Increase Period may occur until the Borrower has delivered Compliance Certificates for two (2) consecutive fiscal quarters ending after the fiscal quarter ending September 31, 2023 evidencing that the Consolidated Total Net Leverage Ratio was not greater than 3.00 shall be automatically increased to 1.00 as of the end of each such fiscal quarter, (ii) following 5.00:1.0. Following the expiration of any a Leverage Increase Period, the maximum Consolidated Total Net Leverage Ratio shall be automatically decreased to 4.50:1.0 and cannot be subsequently increased again except as a result of a subsequent Qualified Acquisition (and a subsequent Leverage Increase Period cannot commence) until provided in the foregoing proviso; provided, further that the Borrower has delivered Compliance Certificates for may elect no more than two (2) consecutive fiscal quarters evidencing that Leverage Increase Periods during the term of this Agreement. The increase in the maximum permitted Consolidated Total Net Leverage Ratio was not greater than 3.00 to 1.00 during the Leverage Increase Period shall be effective solely for purposes of (x) determining compliance with this Section 8.11(a) as of the end of each such fiscal quarter, (iii) there shall be no more than three (3) Leverage Increase Periods exercised quarter during the term of this Agreement, and (iv) each Leverage Increase Period shall only apply with respect to and (y) determining whether the calculation relevant Acquisition satisfies the maximum pro forma Consolidated Total Net Leverage Ratio condition set forth in clause (d) of this financial maintenance covenant and not for any other purposethe definition of “Permitted Acquisition”.