Total First Lien Net Leverage Ratio. The Initial Borrower shall not, without the written consent of the Majority Revolving Lenders, permit the Total First Lien Net Leverage Ratio on a Pro Forma Basis as at the last day of any period of four consecutive fiscal quarters of the Initial Borrower (but only if the last day of such fiscal quarter constitutes a Financial Compliance Date) to exceed 5.50 to 1.00.
Total First Lien Net Leverage Ratio. Holdings shall not, without the written consent of the Majority Revolving Lenders, permit the Total First Lien Net Leverage Ratio determined on a Pro Forma Basis as at the last day of any Test Period, commencing with the Test Period ending December 31, 2018 (but only if the last day of such Test Period constitutes a Financial Compliance Date) to exceed 7.75 to 1.00.
Total First Lien Net Leverage Ratio. A. Consolidated Total Debt at Statement Date consisting of Indebtedness constituting the Obligations or First Lien Obligations: $
B. The sum of (x) the Unrestricted Cash Equivalents and (y) Cash and Cash Equivalents restricted in favor of the Administrative Agent (which may also include Cash Equivalents securing other Indebtedness that are either (A) First Lien Obligations or (B) Junior Lien Obligations subject to the terms of an Intercreditor Agreement in accordance with the Applicable Requirements or Permitted Refinancing Requirements, as applicable, in any such case, so long as the holders of such other Indebtedness do not have the benefit of a control agreement or other equivalent methods of perfection (unless the Administrative Agent also has the benefit of a control agreement or other equivalent methods of perfection)), in each case of the Initial Borrower and its Restricted Subsidiaries at Statement Date: $
C. Consolidated Net Income of the Initial Borrower and its Restricted Subsidiaries for the four consecutive fiscal quarters ending on the above date (the “Subject Period”):
1. Net Income for the Subject Period: $ Excluding (without duplication):
2. Any after-Tax effect of extraordinary, infrequent, non-recurring, non-operating or unusual gains, losses, income or expenses (including all fees and expenses relating thereto) (including costs and expenses relating to the Transactions and the IPO), tradeshow start up costs, severance, relocation costs, consolidation and closing costs, integration and facilities opening costs, business optimization costs, transition costs, restructuring costs, signing, retention or completion bonuses or payments and curtailments or modifications to pension and post-retirement employee benefit plans: $
3. The cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during the Subject Period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP: $
