Common use of Total Net Leverage Ratio Clause in Contracts

Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio, on the last day of any fiscal quarter, commencing with the fiscal quarter ending on December 31, 2023, to be greater than 3.00 to 1.00; provided that (x) so long as no Event of Default exists at such time or would result therefrom, the Borrower may elect to increase the maximum Total Net Leverage Ratio permitted under this Section 6.12 to 3.50 to 1.00 for a period of up to four (4) consecutive fiscal quarters, as specified by the Borrower, in connection with a Material Acquisition consummated during the first fiscal quarter of such specified period (each such specified period of consecutive fiscal quarters, an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), the Borrower may not elect a new Adjusted Covenant Period for at least one (1) full fiscal quarter following the end of another Adjusted Covenant Period. Any such election must be made in writing to the Administrative Agent within fifteen (15) Business Days of the consummation of such Material Acquisition, and shall specify the number of fiscal quarters (between one (1) and four (4)) for which the Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent the Borrower initially elects for the Adjusted Covenant Period to apply for less than four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not to exceed four (4) fiscal quarters from the date of the Material Acquisition), by delivering written notice of such extension to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant Period.

Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio, determined for the four consecutive fiscal quarter period ending on the last day of any each fiscal quarter, commencing with the fiscal quarter ending on December 31, 2023, to be greater than 3.00 3.50 to 1.00; provided that (x) so long as no Event of Default exists at such time or would result therefrom. Notwithstanding the foregoing, the Borrower may elect Company shall be permitted, in no event on more than two occasions after the Amendment and Restatement Effective Date and prior to increase the Maturity Date, to allow the maximum Total Net Leverage Ratio permitted under this Section 6.12 6.11(b) to 3.50 be increased to 1.00 4.00:1.00 for a period of up to four (4) consecutive fiscal quarters, as specified by the Borrower, in connection with a Material Acquisition consummated during the first fiscal quarter of quarters (such specified period (each such specified period of consecutive fiscal quartersperiod, an “Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Borrower shall provide notice in writing to the Administrative Agent (yfor distribution to the Lenders) notwithstanding of such increase), so long as the foregoing clause Borrower is in compliance on a pro forma basis with the maximum Total Net Leverage Ratio of 4:00:1:00 on the closing date of such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided, that it is understood and agreed that (x), ) the Borrower may not elect a new Adjusted Covenant Period for at least one (1) full three fiscal quarter quarters following the end of an Adjusted Covenant Period and (y) the maximum Total Net Leverage Ratio permitted under this Section 6.11(b) shall revert to 3.50:1:00 following the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period. Any such election must be made in writing Period (if any) is elected pursuant to the Administrative Agent within fifteen (15) Business Days of the consummation of such Material Acquisition, terms and shall specify the number of fiscal quarters (between one (1) and four (4)) for which the Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent the Borrower initially elects for the Adjusted Covenant Period to apply for less than four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not to exceed four (4) fiscal quarters from the date of the Material Acquisition), by delivering written notice of such extension to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant Periodconditions described above.

Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage Ratio, determined for the four consecutive fiscal quarter period ending on the last day of any each fiscal quarter, quarter (commencing with the first fiscal quarter ending on December 31, 2023after the Effective Date), to be greater than 3.00 to 1.00; provided that (x) so long as no Event of Default exists at such time or would result therefrom4.00:1.00. Notwithstanding the foregoing, the Borrower may elect shall be permitted, in no event on more than two occasions after the Effective Date and prior to increase the Maturity Date, to allow the maximum Total Net Leverage Ratio permitted under this Section 6.12 6.11(b) to 3.50 be increased to 1.00 4.50:1.00 for a period of up to four (4) consecutive fiscal quarters, as specified by the Borrower, in connection with a Material Acquisition consummated during the first fiscal quarter of quarters (such specified period (each such specified period of consecutive fiscal quartersperiod, an “Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Borrower shall provide notice in writing to the Administrative Agent (yfor distribution to the Lenders) notwithstanding of such increase), so long as the foregoing clause Borrower is in compliance on a pro forma basis with the maximum Total Net Leverage Ratio of 4.50:1.00 on the closing date of such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided, that it is understood and agreed that (x), ) the Borrower may not elect a new Adjusted Covenant Period for at least one two (12) full fiscal quarter quarters following the end of an Adjusted Covenant Period and (y) the maximum Total Net Leverage Ratio permitted under this Section 6.11(b) shall revert to 4.00:1.00 following the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period. Any such election must be made in writing Period (if any) is elected pursuant to the Administrative Agent within fifteen (15) Business Days of the consummation of such Material Acquisition, terms and shall specify the number of fiscal quarters (between one (1) and four (4)) for which the Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent the Borrower initially elects for the Adjusted Covenant Period to apply for less than four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not to exceed four (4) fiscal quarters from the date of the Material Acquisition), by delivering written notice of such extension to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant Periodconditions described above.

Total Net Leverage Ratio. The (i) On the last day of any Test Period (commencing with the Test Period ending December 31, 2021), the Borrower will shall not permit the Total Net Leverage Ratio, on Ratio to be greater than (A) from the last day of any fiscal quarter, commencing with the fiscal quarter Test Period ending on December 31, 20232021 to, to be greater than 3.00 to 1.00; provided that (x) so long as no Event of Default exists at such time or would result therefromand including, the Borrower may elect to increase Test Period ending on September 30, 2022, 5.25:1.00, and (C) from the maximum Total Net Leverage Ratio permitted under this Section 6.12 to 3.50 to 1.00 for a period Test Period ending on December 31, 2022 and each Test Period thereafter, 4.50:1.00; provided, that upon the consummation of up to four (4) consecutive fiscal quarters, as specified by the Borrower, in connection with a Material Acquisition, for the Fiscal Quarter in which such Material Acquisition is consummated during and the first fiscal quarter of three full Fiscal Quarters ending immediately thereafter (such specified period (each such specified period of consecutive fiscal quartersperiod, an the “Adjusted Covenant Acquisition Increase Period”) and (y) notwithstanding the foregoing clause (x), the Borrower may not elect a new Adjusted ratios set forth above applicable to each such Fiscal Quarter shall be increased by 0.50:1.00 (such increase, the “Covenant Period for Acquisition Increase”); provided, further, that notwithstanding the foregoing, there shall be at least one Fiscal Quarter in which no Covenant Acquisition Increase is in effect between successive Covenant Acquisition Increase Periods (1) full fiscal quarter following which, for the end avoidance of another Adjusted Covenant Period. Any such election must be made doubt, may result in writing to the Administrative Agent within fifteen (15) Business Days delay of the consummation commencement of a Covenant Acquisition Increase Period with respect to any Material Acquisition that occurs during another Covenant Acquisition Increase Period or such Material Acquisition, and shall specify the number of fiscal quarters (between one (1) and four (4Fiscal Quarter period)) for which the Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent the Borrower initially elects for the Adjusted Covenant Period to apply for less than four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not to exceed four (4) fiscal quarters from the date of the Material Acquisition), by delivering written notice of such extension to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant Period.;