Common use of Maximum Total Net Leverage Ratio Clause in Contracts

Maximum Total Net Leverage Ratio. The Borrower will not permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Total Funded Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than (x) prior to the last day of the fourth full fiscal quarter following the Effective Date, 4.50 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”); provided that if, after the Covenant Step-Down Date, (x) any Permitted Acquisition (for the avoidance of doubt, other than the Citron Acquisition) is consummated in accordance with the terms of this Agreement and (y) the aggregate cash consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisition, the “Trigger Acquisition”), then the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall increase to 4.50 to 1.00 for the quarter in which such acquisition is consummated and the three consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”); provided, further, that it is understood and agreed that (x) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall revert to 4.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above.

Maximum Total Net Leverage Ratio. The Borrower will not permit Permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Total Funded Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end as of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than (x) prior to the last day of the fourth full any fiscal quarter following period of the Effective DateBorrower (commencing with the fiscal quarter ended December 31, 4.50 2023) to exceed 3.00 to 1.00. 107 Notwithstanding the foregoing Total Net Leverage Ratio covenant, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”); provided that if, after the Covenant Step-Down Date, (x) in connection with any Permitted Acquisition (whereby the total consideration for the avoidance of doubtsuch Permitted Acquisition, other than the Citron Acquisition) is consummated in accordance with the terms of this Agreement including potential Earn Out Obligations and (y) the aggregate cash consideration paid in respect of such acquisition post-closing adjustments, exceeds $20,000,000 (such acquisition75,000,000, the “Trigger Acquisition”)Borrower may, then at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall increase to 4.50 3.50 to 1.00 for the quarter in 1.00, which such acquisition increase shall be applicable (a) with respect to any such Permitted Acquisition that is consummated and the three consecutive fiscal quarters following such quarter not a Limited Condition Acquisition, (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”); provided, further, that it is understood and agreed that (xi) for purposes of determining compliance on a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, pro forma basis with the maximum Total Net Leverage Ratio permitted under covenant as described in clauses (x)(ii)-(iii) below upon the consummation of the Permitted Acquisition and (ii) for purposes of compliance with the Total Net Leverage Ratio covenant for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (b) with respect to any such Permitted Acquisition that is a Limited Condition Acquisition, (i) for purposes of determining compliance on a pro forma basis with the maximum Total Net Leverage Ratio covenant as described in clauses (x)(ii)-(iii) below with respect to any such Limited Condition Acquisition on the LCA Test Date and (ii) for purposes of compliance with the Total Net Leverage Ratio covenant, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (the “Acquisition Holiday”); provided that (x) such increase shall apply solely with respect to (i) compliance with the Total Net Leverage Ratio financial covenant in this Section 6.12(a7.1(b), (ii) shall revert to 4.00 to 1.00 as any determination of the end Total Net Leverage Ratio for purposes of the definition of Permitted Acquisition with respect to any such Adjusted Covenant Period Permitted Acquisition and thereafter until another Adjusted Covenant Period (if anyiii) commences pursuant any incurrence test with respect to any Indebtedness used to finance any such Permitted Acquisition (including any indebtedness incurred under any Incremental Revolving Credit Commitment) and shall not apply to any other incurrence test set forth in this Agreement, and (y) following any Acquisition Holiday there must be at least two consecutive fiscal quarters in which the terms and conditions described aboveBorrower is in compliance with the Maximum Total Net Leverage Ratio then required (without giving effect to any Acquisition Holiday).

Maximum Total Net Leverage Ratio. The Borrower will not permit Permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2016, of (i) (a) Consolidated Total Funded Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries Ratio on a consolidated basis, to be greater than (x) prior to Pro Forma Basis on the last day of the fourth full any fiscal quarter following (beginning with the first fiscal quarter ended after the Effective Date, 4.50 ) to exceed 3.25 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”); provided that ifthat, after notwithstanding the Covenant Step-Down Date, (x) any Permitted Acquisition (for the avoidance of doubt, other than the Citron Acquisition) is consummated in accordance with the terms of this Agreement and (y) the aggregate cash consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisitionforegoing, the “Trigger Acquisition”), then Borrower shall be permitted to allow the maximum Total Net Leverage Ratio permitted under this Section 6.12(a6.11(a) shall increase to 4.50 be increased to 3.75 to 1.00 for the quarter in which such acquisition is consummated and the three a period of four consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”) in connection with a Permitted Business Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Business Acquisition exceeds $100,000,000 (and in respect of which the Borrower shall provide notice in writing to the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such Permitted Business Acquisition (regarding the name of the Person or summary description of the assets being acquired and the approximate purchase price)), so long as the Borrower is in compliance on a Pro Forma Basis with the maximum Total Net Leverage Ratio of 3.75 to 1.00 on the closing date of such Permitted Business Acquisition immediately after giving effect (including pro forma effect) to such Permitted Business Acquisition; provided, further, that it is understood and agreed that (x) the Borrower may not elect a new Adjusted Covenant Period may not commence for at least two (2) consecutive fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, the maximum Total Net Leverage Ratio permitted under this Section 6.12(a6.11(a) shall revert to 4.00 3.25 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences is elected pursuant to the terms and conditions described abovein this Section 6.11(a).

Maximum Total Net Leverage Ratio. The Borrower will not permit the ratio (the “Total Net Leverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31September 30, 20162015, of (i) (a) Consolidated Total Funded Indebtedness, minus (b) the Cash Deduction Amount to (ii) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than (x) prior to the last day of the fourth full fiscal quarter following the Effective Date, 4.50 4.00 to 1.00, and (y) on and after the last day of the fourth full fiscal quarter following the Effective Date, 4.00 to 1.00 (the “Covenant Step-Down Date”); provided that if, after the Covenant Step-Down Date, if (x) any Permitted Acquisition (for the avoidance of doubt, other than the Citron ETC Acquisition) is consummated in accordance with the terms of this Agreement and (y) the aggregate cash consideration paid in respect of such acquisition exceeds $20,000,000 (such acquisition, the “Trigger Acquisition”), then the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall increase to 4.50 to 1.00 for the fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters following such quarter (such four consecutive fiscal quarter period, an “Adjusted Covenant Period”); provided, further, that it is understood and agreed that (x) a new Adjusted Covenant Period may not commence for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) at the end of an Adjusted Covenant Period, the maximum Total Net Leverage Ratio permitted under this Section 6.12(a) shall revert to 4.00 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) commences pursuant to the terms and conditions described above.