Common use of Total Net Leverage Ratio Clause in Contracts

Total Net Leverage Ratio. The Credit Parties shall not permit the Total Net Leverage Ratio as of the last day of any Test Period set forth below to be greater than the ratio set opposite such Test Period below: Test Period Ending Maximum Total Net Leverage Ratio June 30, 2022 5.00:1.00 September 30, 2022 5.00:1.00 December 31, 2022 5.00:1.00 March 31, 2023 5.00:1.00 June 30, 2023 5.00:1.00 September 30, 2023 5.00:1.00 December 31, 2023 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding the foregoing, (i) upon maintaining a Total Net Leverage Ratio of 4.50:1.00 (the “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31, 2023 (the “Step-Up Trigger”), such Stepped Down Total Net Leverage Ratio shall be eligible for, and subject to, the Step-Up (as defined below) and (ii) upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such Material Permitted Acquisition (the “Increase Period”), if elected by the Borrower by written notice to the Agent given on or prior to the date of consummation of such Material Permitted Acquisition, the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and (ii) there shall be a maximum of three Increase Periods in the aggregate under this Agreement. Notwithstanding the foregoing, solely in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the maximum Total Net Leverage Ratio permitted by this Section 6.1 (including after giving effect to any Step-Up), shall be increased by 0.50x.

Total Net Leverage Ratio. The Credit Parties shall Borrower will not permit the Total Net Leverage Ratio as of Ratio, at any time during the last day of any Test Period periods set forth below below, to be greater than the ratio set forth below opposite such Test Period belowperiod: Test Period Ending Maximum Total Period Net Leverage Ratio June 30fiscal quarter ending March 31, 2022 5.00:1.00 2011 through the fiscal quarter ending December 31, 2011 * fiscal quarter ending March 31, 2012 through the fiscal quarter ending September 30, 2022 5.00:1.00 2012 * fiscal quarter ending December 31, 2022 5.00:1.00 March 312012 and thereafter * ; provided that as of August 1, 2023 5.00:1.00 June 302012, 2023 5.00:1.00 the foregoing covenant shall be deleted in its entirety and replaced with the following: The Borrower will not permit the Total Leverage Ratio, at any time during the periods set forth below, to be greater than the ratio set forth below opposite the such period: Maximum Total Period Leverage Ratio fiscal quarter ending September 30, 2023 5.00:1.00 2012 * fiscal quarter ending December 31, 2023 2012 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding * ; provided that, notwithstanding the foregoing, (i) upon maintaining following a Specified Availability Increase, the foregoing covenant shall be deleted in its entirety and replaced with the following: The Borrower will not permit the Total Net Leverage Ratio, at any time during the periods set forth below, to be greater than the ratio set forth below opposite the such period: Maximum Total Period Leverage Ratio of 4.50:1.00 (From the “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31in which the Specified Availability Increase occurs through the two subsequent fiscal quarters * Thereafter * Notwithstanding anything to the contrary herein, 2023 (in no event shall a revision of the “Step-Up Trigger”), such Stepped Down financial covenant in this Section 7.2 following a Specified Availability Increase result in a higher maximum Total Net Leverage Ratio shall be eligible for, and subject to, the Step-Up (as defined below) and (ii) upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters at any time following such Material Permitted Acquisition (the “Specified Availability Increase Period”), if elected by the Borrower by written notice to the Agent given on or prior to the date of consummation of such Material Permitted Acquisition, than the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and (ii) there shall be a maximum of three Increase Periods in the aggregate under this Agreement. Notwithstanding the foregoing, solely in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the or maximum Total Net Leverage Ratio permitted by this Section 6.1 (including after giving effect Ratio, as applicable, that would have otherwise been applicable absent the occurrence of such Specified Availability Increase. * Confidential terms omitted and provided separately to any Step-Up), shall be increased by 0.50xthe Securities and Exchange Commission.

Total Net Leverage Ratio. The Credit Parties shall Borrower will not permit the Total Net Leverage Ratio as of Ratio, at any time during the last day of any Test Period periods set forth below below, to be greater than the ratio set forth below opposite such Test Period belowperiod: Test Period Ending Maximum Total Period Net Leverage Ratio June 30fiscal quarter ending March 31, 2022 5.00:1.00 2011 through the fiscal quarter ending December 31, 2011 5.00:1.0 fiscal quarter ending March 31, 2012 through the fiscal quarter ending September 30, 2022 5.00:1.00 2012 4.75:1.0 fiscal quarter ending December 31, 2022 5.00:1.00 March 312012 and thereafter 4.5:1.0 ; provided that as of August 1, 2023 5.00:1.00 June 302012, 2023 5.00:1.00 the foregoing covenant shall be deleted in its entirety and replaced with the following: The Borrower will not permit the Total Leverage Ratio, at any time during the periods set forth below, to be greater than the ratio set forth below opposite the such period: Maximum Total Period Leverage Ratio fiscal quarter ending September 30, 2023 5.00:1.00 2012 4.75:1.0 fiscal quarter ending December 31, 2023 2012 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding 4.5:1.0 ; provided that, notwithstanding the foregoing, (i) upon maintaining following a Specified Availability Increase, the foregoing covenant shall be deleted in its entirety and replaced with the following: The Borrower will not permit the Total Net Leverage Ratio, at any time during the periods set forth below, to be greater than the ratio set forth below opposite the such period: Maximum Total Period Leverage Ratio of 4.50:1.00 (From the “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31in which the Specified Availability Increase occurs through the two subsequent fiscal quarters 4.75:1.0 Thereafter 4.5:1.0 Notwithstanding anything to the contrary herein, 2023 (in no event shall a revision of the “Step-Up Trigger”), such Stepped Down financial covenant in this Section 7.2 following a Specified Availability Increase result in a higher maximum Total Net Leverage Ratio shall be eligible for, and subject to, the Step-Up (as defined below) and (ii) upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters at any time following such Material Permitted Acquisition (the “Specified Availability Increase Period”), if elected by the Borrower by written notice to the Agent given on or prior to the date of consummation of such Material Permitted Acquisition, than the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and (ii) there shall be a maximum of three Increase Periods in the aggregate under this Agreement. Notwithstanding the foregoing, solely in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the or maximum Total Net Leverage Ratio permitted by this Section 6.1 (including after giving effect to any Step-Up)Ratio, shall be increased by 0.50xas applicable, that would have otherwise been applicable absent the occurrence of such Specified Availability Increase.

Total Net Leverage Ratio. The Credit Parties shall Borrower will not permit the Total Net Leverage Ratio to exceed (i) 4.25 to 1.00, as of the last day end of any Test each Reference Period set forth below ending on or after Closing Date but prior to be greater than May 31, 2019, (ii) 3.75 to 1.00, as of the ratio set opposite such Test end of each Reference Period below: Test ending on or after May 31, 2019 but prior to Xxxxxxxx 00, 0000, (xxx) 4.50 to 1.00, as of the end of each Reference Period Ending Maximum ending on or after December 31, 2019 but prior to June 30, 2020, (iv) 4.25 to 1.00, as of the end of each Reference Period ending on or after June 30, 2020 but prior to Xxxxx 00, 0000, (x) 4.006.50 to 1.00, as of the end of each Reference Period ending on or after March 31, 2021 but prior to December 31, 2021, (iv) 6.00 to 1.00, as of the Reference Period ending December 31, 2021 and (viv) 3.755.50 to 1.00, as of the end of each Reference Period ending on or after December March 31, 20212022; provided, that if the Borrower delivers a Covenant Adjustment Termination Certificate, then it will not permit the Total Net Leverage Ratio June 30to exceed the Pre-Adjustment Leverage Ratio as of the end of any Reference Period (such required level of Total Net Leverage Ratio from time to time, 2022 5.00:1.00 September 30, 2022 5.00:1.00 December 31, 2022 5.00:1.00 March 31, 2023 5.00:1.00 June 30, 2023 5.00:1.00 September 30, 2023 5.00:1.00 December 31, 2023 and each Fiscal Quarter thereafter 4.50:1.00 the “Required Ratio”). Notwithstanding the foregoing, the then-applicable Required Ratio may be increased to accommodate a Material Permitted Acquisition at the election of the Borrower as designated in the Compliance Certificate or an earlier notice or certificate delivered by the Borrower in connection with such Material Permitted Acquisition; provided, however, that (i) such increase shall not otherwise go into effect until the closing of such Material Permitted Acquisition; (ii) such increase shall only apply for a period of twelve months from and after the closing of such Material Permitted Acquisition and immediately upon maintaining a Total Net Leverage Ratio the expiration of 4.50:1.00 (such twelve month period, the “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31, 2023 (the “Step-Up Trigger”), such Stepped Down required maximum Total Net Leverage Ratio shall be eligible for, and subject to, the Step-Up (as defined below) and (ii) upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such Material Permitted Acquisition (the “Increase Period”), if elected by the Borrower by written notice revert to the Agent given on or prior to applicable Required Ratio set forth above for the date of consummation of Reference Period in which such Material Permitted Acquisition, reversion occurs; (iii) in no event shall the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and (ii) there shall be a maximum of three Increase Periods in the aggregate under this Agreement. Notwithstanding the foregoing, solely in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the maximum Total Net Leverage Ratio permitted by this Section 6.1 (including after giving effect to any Stepsuch step-Up), shall be increased by 0.50xup exceed 4.75 to 1.00; 106 and (iv) the maximum amount that any Total Net Leverage Ratio covenant level may step-up during any Reference Period is 0.50 to 1.00.

Total Net Leverage Ratio. The Credit Parties shall Borrower will not permit the Total Net Leverage Ratio as of the last day end of any Test Fiscal Quarter to exceed 3.50 to 1.00; provided that, upon consummation of a Qualified Acquisition, and receipt by the Administrative Agent of notice from a Financial Officer of the Borrower that the Borrower intends to elect to effect a Leverage Increase Period set forth below to be greater than (which notice shall certify that the ratio set opposite such Test Period below: Test Period Ending Maximum relevant Permitted Acquisition constitutes a Qualified Acquisition), the required Total Net Leverage Ratio June 30, 2022 5.00:1.00 September 30, 2022 5.00:1.00 December 31, 2022 5.00:1.00 March 31, 2023 5.00:1.00 June 30, 2023 5.00:1.00 September 30, 2023 5.00:1.00 December 31, 2023 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding the foregoing, (i) upon maintaining a Total Net Leverage Ratio of 4.50:1.00 (the “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31, 2023 (the “Step-Up Trigger”), such Stepped Down Total Net Leverage Ratio set forth above shall be eligible for, and subject to, increased to 4.00 to 1.00 for each of the Step-Up four (as defined below4) and (ii) upon consecutive Fiscal Quarters ending immediately after the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such Material Permitted Qualified Acquisition (including the Fiscal Quarter in which such Qualified Acquisition was consummated) (a “Leverage Increase Period”), if elected by the Borrower by written notice to the Agent given on or prior to the date of consummation of such Material Permitted Acquisition, the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, further, that, (ia) between successive Increase Periods, there must be for at least one fiscal quarter during which the Credit Parties are in compliancetwo (2) Fiscal Quarters immediately following each Leverage Increase Period, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and as of the end of such Fiscal Quarters shall not be greater than 3.50 to 1.00 prior to giving effect to another Leverage Increase Period, (iib) there shall be a maximum of three no more than two (2) Leverage Increase Periods during the term of this Agreement, and (c) each Leverage Increase Period shall apply only (i) with respect to the calculation of the Total Net Leverage Ratio for purposes of determining compliance with this Section 6.11 as of the last day of any Fiscal Quarter, (ii) for purposes of determining compliance with clause (g) in the aggregate under this Agreement. Notwithstanding the foregoing, solely definition of “Permitted Acquisition” in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following connection with the consummation of the Share RepurchaseQualified Acquisition triggering such Leverage Increase Period, (iii) for purposes of determining compliance with clause (C) of Section 2.20(a) (solely to the extent the proceeds of Incremental Extensions of Credit are being used to fund, in whole or in part, the maximum Total Net consummation of the Qualified Acquisition triggering such Leverage Ratio permitted by this Section 6.1 (including after giving effect to any Step-UpIncrease Period), shall be increased by 0.50x(iv) for purposes of determining compliance with clause (i) of Section 6.01(g) (solely to the extent the proceeds of unsecured or junior lien secured Indebtedness in incurred in reliance on Section 6.01(g) are being used to fund, in whole or in part, the consummation of the Qualified Acquisition triggering such Leverage Increase Period), (v) for purposes of determining compliance with Section 6.01(m) (solely to the extent the proceeds of Alternative Incremental Facility Debt are being used to fund, in whole or in part, the consummation of the Qualified Acquisition triggering such Leverage Increase Period) and (vi) for purposes of determining compliance with Section 6.01(f) (solely to the extent the Person or assets relating to such Indebtedness is the subject of the Qualified Acquisition triggering such Leverage Increase Period).

Total Net Leverage Ratio. The Credit Parties shall For the benefit of the Revolving Lenders, the Issuing Banks and the Tranche A Term Lenders only (and the Administrative Agent on their behalf), the Parent will not permit the Total Net Leverage Ratio as of the last day end of any Test Period fiscal quarter set forth below to be greater than exceed the ratio set opposite forth below with respect to such Test fiscal quarter: Period below: Test Period Ending Maximum Total Net Leverage Ratio April 1, 2022, through June 30, 2022 5.00:1.00 5.00 to 1.00 July 1, 2022 through September 30, 2022 5.00:1.00 4.75 to 1.00 October 1, 2022, through June 30, 2024 4.50 to 1.00 July 1, 2024 through December 31, 2022 5.00:1.00 2024 4.25 to 1.00 January 1, 2025, through March 31, 2023 5.00:1.00 June 302025 4.00 to 1.00 April 1, 2023 5.00:1.00 2025, through September 30, 2023 5.00:1.00 December 312025 3.75 to 1.00 October 1, 2023 2025 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding 3.50 to 1.00 provided, however, that the foregoing, (i) upon maintaining a Total Net Leverage Ratio level set forth above may, at the election of 4.50:1.00 the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 in connection with a Permitted Acquisition with aggregate cash consideration (the including assumed Indebtedness) paid in connection therewith in excess of $350,000,000 (each such Permitted Acquisition, a “Stepped Down Total Net Leverage Ratio”) for no less than one fiscal quarter after December 31, 2023 (the “Step-Up TriggerQualified Permitted Acquisition”), such Stepped Down with a 0.50:1.0 step-down (returning the required Total Net Leverage Ratio shall be eligible for, and subject to, to the Step-Up (as defined belowthen otherwise required ratio) and (ii) upon for the consummation of a Material Permitted Acquisition and until the completion of first four fiscal quarters following such Material Permitted Acquisition (the “Increase Period”), if elected by the Borrower by written notice to the Agent given on or prior to quarter period ending after the date of consummation of that is six (6) months after such Material Permitted Acquisition; provided further that, (w) in any event, the maximum Total Net Leverage Ratio level for purposes any period of this Section 6.1 four fiscal quarters shall not be increased by 0.50x for to be greater than 4.50:1.00, (x) the relevant Test Period Total Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions after the Closing Date, (y) following any increase in the Total Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Total Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Total Net Leverage Ratio has been at the applicable level set forth above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with increase pursuant to the foregoing proviso) for at least two full consecutive fiscal quarters and (z) any such increase of the Total Net Leverage Ratio above levels pursuant to this Section 6.10 shall apply only with respect to the calculation of the Total Net Leverage Ratio for purposes of determining compliance with this Section 6.10 and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation (ii) there it being understood that the Total Net Leverage Ratio applicable under the Qualified Permitted Acquisition Pro Forma Calculation shall in any event be a maximum of three Increase Periods in no greater than the aggregate Total Net Leverage Ratio as increased pursuant to the foregoing proviso under this AgreementSection 6.10). Notwithstanding the foregoing, solely if, with respect to any fiscal quarter of the Parent ending during the First Amendment Period, the Parent shall have delivered to the Administrative Agent a First Amendment Period Termination Notice, then, with respect to the fiscal quarter in respect of which such notice was delivered and each subsequent fiscal quarter of the Parent, the ratios set forth in the event table above shall not apply and the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the applicable maximum Total Net Leverage Ratio permitted by this Section 6.1 shall instead be the ratio set forth below with respect to such fiscal quarter (including after giving effect the “Unamended Total Net Leverage Ratio”): Period Total Net Leverage Ratio April 1, 2023, through September 30, 2023 4.25 to any Step-Up)1.00 October 1, shall be increased by 0.50x.2023, through December 31, 2023 4.00 to 1.00 January 1, 2024, through March 31, 2024 3.75 to 1.00 April 1, 2024 and thereafter 3.50 to 1.00