Common use of Total Net Leverage Ratio Clause in Contracts

Total Net Leverage Ratio. Permit the Total Net Leverage Ratio, as of the last day of each Fiscal Quarter ending after the Effective Date, for each Measurement Period ended as of such Fiscal Quarter, to exceed 4.00:1.00; provided that, with respect to any period occurring on or after the second full Fiscal Quarter ending after the Closing Date, to the extent that (i) the Parent Borrower or any of its Subsidiaries consummates, during any period of four Fiscal Quarters for which financial statements are available, one or more acquisitions for which the aggregate consideration, including assumed Debt, for all such acquisitions, is $100,000,000 or more and (ii) within 30 days of consummating such acquisition or acquisitions referred to in clause (i) of this proviso, the Parent Borrower notifies the Administrative Agent that the Parent Borrower elects to increase the maximum Total Net Leverage Ratio threshold as a result thereof, then the maximum Total Net Leverage Ratio threshold for the Fiscal Quarter in which such election is made by the Parent Borrower and the immediately three following Fiscal Quarters (unless earlier terminated by the Parent Borrower by written notice to the Administrative Agent) (such period of four Fiscal Quarters, subject to any such earlier termination, an “Acquisition Holiday Period”) shall be increased to 4.50:1.00. The Parent Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Parent Borrower may not make more than two such elections during the term of this Agreement.

Total Net Leverage Ratio. Permit the Total Net Leverage Ratio, as of the last day of each Fiscal Quarter ending after the Effective Closing Date, for each Measurement Period ended as of such Fiscal Quarter, to exceed 4.00:1.003.00:1.00; provided that, with respect to any period occurring on or after the second full Fiscal Quarter ending after the Closing Date, to the extent that (i) the Parent Borrower or any of its Restricted Subsidiaries consummates, during any period of four Fiscal Quarters for which financial statements are available, one or more acquisitions for which the aggregate consideration, including assumed Debt, for all such acquisitions, is $100,000,000 or more and (ii) within 30 days of consummating such acquisition or acquisitions referred to in clause (i) of this proviso, the Parent Borrower notifies the Administrative Agent that the Parent Borrower elects to increase the maximum Total Net Leverage Ratio threshold as a result thereof, then (i) the maximum Total Net Leverage Ratio threshold for the Fiscal Quarter in which such election is made by the Parent Borrower and the immediately three following Fiscal Quarters Quarter (unless earlier terminated by the Parent Borrower by written notice to the Administrative Agent) shall be increased to 3.50:1.00 and (ii) the maximum Total Net Leverage Ratio threshold for the next two immediately succeeding Fiscal Quarters (unless earlier terminated by the Borrower by written notice to the Administrative Agent) shall be increased to 3.25:1.00 (such period of four Fiscal Quarters, subject to any such earlier termination, an “Acquisition Holiday Period”) shall be increased to 4.50:1.00). The Parent Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Parent Borrower may not make more than two such elections during the term of this Agreement.

Total Net Leverage Ratio. Permit the Total Net Leverage Ratio, as of the last day of each Fiscal Quarter ending after the Effective Closing Date, for each Measurement Period ended as of such Fiscal Quarter, to exceed 4.00:1.003.25:1.00; provided that, with respect to any period occurring on or after the second full Fiscal Quarter ending after the Closing Date, to the extent that (i) the Parent Borrower or any of its Restricted Subsidiaries consummates, during any period of four Fiscal Quarters for which financial statements are available, one or more acquisitions for which the aggregate consideration, including assumed Debt, for all such acquisitions, is $100,000,000 or more and (ii) within 30 days of consummating such acquisition or acquisitions referred to in clause (i) of this proviso, the Parent Borrower notifies the Administrative Agent that the Parent Borrower elects to increase the maximum Total Net Leverage Ratio threshold as a result thereof, then the maximum Total Net Leverage Ratio threshold for the Fiscal Quarter in which such election is made by the Parent Borrower and the immediately following three following Fiscal Quarters (unless earlier terminated by the Parent Borrower by written notice to the Administrative Agent) shall be increased to 3.75:1.00 (such period of four Fiscal Quarters, subject to any such earlier termination, an “Acquisition Holiday Period”) shall be increased to 4.50:1.00). The Parent Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Parent Borrower may not make more than two such elections during the term of this Agreement.

Total Net Leverage Ratio. Permit the Total Net Leverage Ratio, as of the last day of each Fiscal Quarter ending after the Effective Closing Date, for each Measurement Period ended as of such Fiscal Quarter, to exceed 4.00:1.003.003.25:1.00; provided that, with respect to any period occurring on or after the second full Fiscal Quarter ending after the Closing Date, to the extent that (i) the Parent Borrower or any of its Restricted Subsidiaries consummates, during any period of four Fiscal Quarters for which financial statements are available, one or more acquisitions for which the aggregate consideration, including assumed Debt, for all such acquisitions, is $100,000,000 or more and (ii) within 30 days of consummating such acquisition or acquisitions referred to in clause (i) of this proviso, the Parent Borrower notifies the Administrative Agent that the Parent Borrower elects to increase the maximum Total Net Leverage Ratio threshold as a result thereof, then (i) the maximum Total Net Leverage Ratio threshold for the Fiscal Quarter in which such election is made by the Parent Borrower and the immediately three following Fiscal Quarters Quarter (unless earlier terminated by the Parent Borrower by written notice to the Administrative Agent) shall be increased to 3.50:1.00 and (ii) the maximum Total Net Leverage Ratio threshold for the next two immediately succeedingthree Fiscal Quarters (unless earlier terminated by the Borrower by written notice to the Administrative Agent) shall be increased to 3.23.75:1.00 (such period of four Fiscal Quarters, subject to any such earlier termination, an “Acquisition Holiday Period”) shall be increased to 4.50:1.00). The Parent Borrower may not make such election unless at least one full Fiscal Quarter has ended following the end of the most recently completed Acquisition Holiday Period (if any) and the Parent Borrower may not make more than two such elections during the term of this Agreement.