Common use of Maximum Consolidated Total Net Leverage Ratio Clause in Contracts

Maximum Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending December 31, 2021, to be greater than (a) with respect to the Fiscal Quarter ending December 31, 2021 through and including the Fiscal Quarter ending September 30, 2022, 3.75 to 1.00 and (b) with respect to the Fiscal Quarter ending December 31, 2022 and for each Fiscal Quarter ending thereafter, 3.50 to 1.00; provided that if a Material Acquisition occurs during a Fiscal Quarter, the Borrower shall have the right to elect to increase the Consolidated Total Net Leverage Ratio required to be maintained by this Section 9.13 by up to 0.50 to 1.00; provided, further, that (i) the Consolidated Total Net Leverage Ratio for any Measurement Period required to be maintained by this Section 9.13 shall be reduced by 0.50 to 1.00 on the last day of the fifth Fiscal Quarter after such increase occurs (returning to the Consolidated Total Net Leverage Ratio level required to be maintained prior to such election); (ii) following any increase in the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13, there shall be at least one full Fiscal Quarter in which the required Consolidated Total Leverage Ratio is tested at the level set forth in this Section 9.13 without giving effect to the provisos herein before the Borrower may again elect to increase the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13, (iii) the Consolidated Total Net Leverage Ratio shall not be increased more than two (2) times pursuant to this Section 9.13 during the term of this Agreement and (iv) such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making reference to this Section 9.13 and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for the Fiscal Quarter in which the applicable Permitted Acquisition occurs.

Maximum Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end last day of each Fiscal Quarter, commencing with any consecutive four fiscal quarter period ending on the Fiscal Quarter ending December 31, 2021, dates identified below to be greater than (a) with respect the ratio set forth below opposite such date: Notwithstanding the foregoing, at the election of the Borrower, up to three times during the Fiscal Quarter ending December 31, 2021 through and including the Fiscal Quarter ending September 30, 2022, 3.75 to 1.00 and (b) with respect to the Fiscal Quarter ending December 31, 2022 and for each Fiscal Quarter ending thereafter, 3.50 to 1.00; provided that if a Material Acquisition occurs during a Fiscal Quarterterm of this Agreement, the Borrower shall have the right to elect to increase the maximum Consolidated Total Net Leverage Ratio required set forth in the grid above may be increased to be maintained accommodate (A) a Permitted Acquisition for which the aggregate consideration payable by this the Borrower or a Restricted Subsidiary is in excess of an amount equal to 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (B) one or more Permitted Acquisitions occurring during any period of four fiscal quarters for which the aggregate consideration payable by the Borrower or a Restricted Subsidiary is in excess of an amount equal to 10% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries, in each case, as determined by the Borrower and as designated in the Compliance Certificate or earlier notice given by the Borrower in connection with such Permitted Acquisition (including for determining any ratios, baskets, representations and warranties or test any Default or Event of Default blocker pursuant to Section 9.13 by up 1.08); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition under clause (A) or the closing of the last of the group of Permitted Acquisitions that causes clause (B) to 0.50 to 1.00the satisfied (the “Triggering Permitted Acquisition”)); provided, further, that (i) such increase shall only apply for a period of four fiscal quarters from and after the Consolidated Total Net Leverage Ratio fiscal quarter in which such Permitted Acquisition or Triggering Permitted Acquisition was consummated (for any Measurement Period required the avoidance of doubt, in either of clauses (A) or (B) above, such four fiscal quarter period shall not be extended in connection with a subsequent Permitted Acquisition whether or not such Permitted Acquisition would cause clause (A) or (B) to be maintained by this Section 9.13 shall be reduced by 0.50 to 1.00 on the last day of the fifth Fiscal Quarter after such increase occurs (returning to the Consolidated Total Net Leverage Ratio level required to be maintained prior to such election); (ii) following any increase in the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13satisfied, there shall be until at least one full Fiscal Quarter quarter has passed in which no step-up is in effect (or such extension shall be treated as a utilization of one of the required Consolidated Total Leverage Ratio is tested at three step-ups in aggregate permitted hereunder)) and immediately upon the level set forth in this Section 9.13 without giving effect to the provisos herein before the Borrower may again elect to increase the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13expiration of such four fiscal quarter period, (iii) the Consolidated Total Net Leverage Ratio shall not be increased more than two revert to the level set forth above for the measurement period in which such step down occurs; (2ii) times pursuant in no event shall the maximum Consolidated Total Net Leverage Ratio after giving effect to this Section 9.13 during the term of this Agreement any such step-up exceed 5.00 to 1.00; and (iviii) such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making reference to this Section 9.13 and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for the Fiscal Quarter in which the applicable Permitted Acquisition occursmaximum amount that any Consolidated Total Net Leverage Ratio covenant level may step-up during any Consolidated Total Net Leverage Ratio measurement period is 0.50.

Maximum Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the end last day of each Fiscal Quarter, commencing with any consecutive four fiscal quarter period ending on the Fiscal Quarter ending December 31, 2021, dates identified below to be greater than (a) with respect to the Fiscal Quarter ratio set forth below opposite such date: First fiscal quarter ending after the Closing Date through December 31, 2021 5.00 to 1.00 March 31, 2022 through and including the Fiscal Quarter ending September 30, 2022, 3.75 2022 4.75 to 1.00 and (b) with respect to the Fiscal Quarter ending December 31, 2022 and for the last day of each Fiscal Quarter ending thereafterfiscal quarter thereafter 4.50 to 1.00 Notwithstanding the foregoing, 3.50 at the election of the Borrower, up to 1.00; provided that if a Material Acquisition occurs three times during a Fiscal Quarterthe term of this Agreement, the Borrower shall have the right to elect to increase the maximum Consolidated Total Net Leverage Ratio required set forth in the grid above may be increased to be maintained accommodate (A) a Permitted Acquisition for which the aggregate consideration payable by this the Borrower or a Restricted Subsidiary is in excess of an amount equal to 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (B) one or more Permitted Acquisitions occurring during any period of four fiscal quarters for which the aggregate consideration payable by the Borrower or a Restricted Subsidiary is in excess of an amount equal to 10% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries, in each case, as determined by the Borrower and as designated in the Compliance Certificate or earlier notice given by the Borrower in connection with such Permitted Acquisition (including for determining any ratios, baskets, representations and warranties or test any Default or Event of Default blocker pursuant to Section 9.13 by up 1.08); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition under clause (A) or the closing of the last of the group of Permitted Acquisitions that causes clause (B) to 0.50 to 1.00the satisfied (the “Triggering Permitted Acquisition”)); provided, further, that (i) such increase shall only apply for a period of four fiscal quarters from and after the Consolidated Total Net Leverage Ratio fiscal quarter in which such Permitted Acquisition or Triggering Permitted Acquisition was consummated (for any Measurement Period required the avoidance of doubt, in either of clauses (A) or (B) above, such four fiscal quarter period shall not be extended in connection with a subsequent Permitted Acquisition whether or not such Permitted Acquisition would cause clause (A) or (B) to be maintained by this Section 9.13 shall be reduced by 0.50 to 1.00 on the last day of the fifth Fiscal Quarter after such increase occurs (returning to the Consolidated Total Net Leverage Ratio level required to be maintained prior to such election); (ii) following any increase in the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13satisfied, there shall be until at least one full Fiscal Quarter quarter has passed in which no step-up is in effect (or such extension shall be treated as a utilization of one of the required Consolidated Total Leverage Ratio is tested at three step-ups in aggregate permitted hereunder)) and immediately upon the level set forth in this Section 9.13 without giving effect to the provisos herein before the Borrower may again elect to increase the Consolidated Total Net Leverage Ratio pursuant to this Section 9.13expiration of such four fiscal quarter period, (iii) the Consolidated Total Net Leverage Ratio shall not be increased more than two revert to the level set forth above for the measurement period in which such step down occurs; (2ii) times pursuant in no event shall the maximum Consolidated Total Net Leverage Ratio after giving effect to this Section 9.13 during the term of this Agreement any such step-up exceed 5.00 to 1.00; and (iviii) such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making reference to this Section 9.13 and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for the Fiscal Quarter in which the applicable Permitted Acquisition occursmaximum amount that any Consolidated Total Net Leverage Ratio covenant level may step-up during any Consolidated Total Net Leverage Ratio measurement period is 0.50.