Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than 3.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.
Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than 3.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50,50 (up to a maximum Consolidated Net Leverage Ratio of 4.00 to 1.00), which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "LeverageLeverage Ratio Increase"Increase); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.
ConsolidatedMaximum Total Net Leverage Ratio. PermitAs of the Consolidatedend of each fiscal quarter of the Borrower (commencing with the first full fiscal quarter after the Closing Date), permit the Total Net Leverage Ratio as of the last dayend of any Measurement Periodsuch fiscal quarter of the Borrower to be greater than 3.50 to 4.00:1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition (or any other acquisition consented to by the Administrative Agent and the Required Lenders) completed after the Closing Date having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election,may in connection with such Permitted Acquisitionacquisition and upon priorby written notice to the Administrative Agent, increaseAgent # to determine compliance on a Pro Forma Basis with this Section, including, without limitation, for purposes of [Section 7.02(i)(iii)] and [[Section 2.14(d)(i), or (ii)])]])] prior to or simultaneously with the required Consolidated Net Leverage Ratiodelivery of financial statements pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition,[[Sections 6.01(a) or (b)])]])], as applicable, for the fiscal quarter inended immediately after the consummation of such acquisition, elect to increase the required Total Net Leverage Ratio under this [Section 7.10(a)] to 4.50:1.00 solely for the fiscal quarter during which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase");quarters ending thereafter; provided that there shall be at least one fulltwo consecutive fiscal quarterquarters following the cessation of each such Leverage Ratio Increaseincrease during which no Leverage Ratio Increasesuch increase shall then be in effect.
Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Periodfiscal quarter of the Borrower to be greater than # 3.50 to 50:1.00. Notwithstanding00 or # upon the foregoing, in connection with anyoccurrence of a Material Permitted Acquisition afterAcquisition, at the Closing Date having aggregate consideration (including cash, Cash EquivalentsBorrower’s option and other deferred payment obligations) in excess of , the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increaseAgent within five (5) days after the required Consolidated Net Leverage Ratio pursuant tooccurrence of such Material Permitted Acquisition, 4.00:1.00 for four (4) consecutive fiscal quarters commencing with the first full fiscal quarter after such Material Permitted Acquisition occurs; provided that this Section by 0.50, which such increase shall be applicable #step-up with respect to a Material Permitted Acquisition that ismay not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummatedbe exercised more than two (2) times; and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.
Section # Consolidated Total Net Leverage Ratio. PermitThe Borrower will maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending on , a Consolidated Total Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to benot greater than 3.50 to 75:1.00. Notwithstanding the foregoing, in connection with00; provided that for any Fiscal Quarter during which a Loan Party has consummated a Permitted Acquisition afteror Future Approved Entity Investment permitted hereunder in which the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election,Investment Consideration payable in connection with such Permitted Acquisition and upon prior written notice toor Future Approved Entity Investment was greater than (a “Trigger Quarter”), the Administrative Agent, increase the required Consolidated Total Net Leverage Ratio pursuant to this Section by 0.50, whichfor such increaseTrigger Quarter and the next succeeding three Fiscal Quarters shall be applicable #increased by 0.25:1.00 to 4.00:1.00 (a “Covenant Holiday”). For the avoidance of doubt, the Consolidated Total Net Leverage Ratio shall revert to 3.75:1.00 commencing with respectthe fourth Fiscal Quarter ending after any such initial Trigger Quarter. After the completion of any Covenant Holiday, no subsequent new Trigger Quarter shall be permitted to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition,occur for purposes of determining pro formathis [Section 6.1] unless and until the Borrower shall demonstrate compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governingConsolidated Total Net Leverage Ratio (absent any Covenant Holiday) as of the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase"); provided that there shall beend of at least one full fiscal quarter following the cessation of eachFiscal Quarter after any such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.Covenant Holiday’s completion.
Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last dayend of any Measurement Periodfiscal quarter of the BorrowerBorrowers following the Closing Date and ending prior to the date of a Qualified Note Offering (excluding any fiscal quarter of the Borrowers ending during the Specified Covenant Period) to be greater than 3.# during a Specified Acquisition Period, 5.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted00 and # except during a Specified Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess ofPeriod, # for each fiscal quarter ending on or prior to , the Borrower may, at its election, in connection with such Permitted Acquisition5.00 to 1.00, and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummatedending and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for theeach 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 (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.thereafter, 4.75 to 1.00.
Notwithstanding the foregoing, at the election of the Borrower, up to three times during the term of this Agreement, the maximum Consolidated Net Leverage Ratio. Permit the ConsolidatedTotal Net Leverage Ratio asset forth in the grid above may be increased to accommodate # a Permitted Acquisition for which the aggregate consideration payable by the Borrower or a Restricted Subsidiary is in excess of an amount equal to 5% of the last day of any Measurement PeriodConsolidated Total Assets of the Borrower to be greater than 3.50 to 1.00. Notwithstandingand its Restricted Subsidiaries and # one or more Permitted Acquisitions occurring during any period of four fiscal quarters for which the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations)payable by the Borrower or a Restricted Subsidiary is in excess of ,an amount equal to 10% of the Consolidated Total Assets of the Borrower may, atand its election,Restricted Subsidiaries, in each case, as determined by the Borrower and as designated in the Compliance Certificate or earlier notice given by the Borrower in connection with such Permitted Acquisition (including for determining any ratios, baskets, representations and upon prior written noticewarranties or test any Default or Event of Default blocker pursuant to [Section 1.08]); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition under [clause (A)] or the closing of the last of the group of Permitted Acquisitions that causes [clause (B)] to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, whichsatisfied (the “Triggering Permitted Acquisition”)); provided, further, that # such increase shall be applicable # with respect toonly apply for a Permitted Acquisition that is not a Limited Condition Acquisition, forperiod of four fiscal quarters from and after the fiscal quarter in which such Permitted Acquisition or Triggering Permitted Acquisition was consummated (for the avoidance of doubt, in either of [clauses [(A) or (B) above]e]], such four fiscal quarter period shall not be extended in connection with a subsequent Permitted Acquisition whether or not such Permitted Acquisition would cause [clause (A) or (B)])] to be satisfied, until at least one quarter has passed in which no step-up is consummated andin effect (or such extension shall be treated as a utilization of one of the three (3) consecutive quarterly test periods thereafter or # with respectstep-ups in aggregate permitted hereunder)) and immediately upon the expiration of such four fiscal quarter period, the Consolidated Total Net Leverage Ratio shall revert to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed,level set forth above for the fiscal quartermeasurement period in which such Permitted Acquisition is consummated and forstep down occurs; # in no event shall the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each suchmaximum Consolidated Total Net Leverage Ratio Increase during which noafter giving effect to any such step-up exceed 5.00 to 1.00; and # the maximum amount that any Consolidated Total Net Leverage Ratio Increase shall then be in effect.covenant level may step-up during any Consolidated Total Net Leverage Ratio measurement period is 0.50.
Consolidated NetMaximum Leverage Ratio. Permit the Consolidated Net Leverage Ratio as ofon the last day of any Measurement Periodfull fiscal quarter of the Borrower to be greatermore than 3.00 to 1.00; provided that following the consummation of an acquisition for which the aggregate amount of Indebtedness incurred and assumed by and its Subsidiaries in connection therewith is at least , upon written notice of such election from to the Agent on or prior to the date that is 60 days after the consummation of such material acquisition, such ratio will be # 3.50 to 1.00. Notwithstanding00 for the foregoing, in connection with any Permitted Acquisitionfirst two fiscal quarters ended immediately after the Closing Date having aggregate consideration (including cash, Cash Equivalentsconsummation of such material acquisition and other deferred payment obligations) in excess of ,# 3.25 to 1.00 for the Borrower may, at its election, in connectionimmediately subsequent two quarters, with such Permitted Acquisition and upon prior written noticeratio stepping back down to 3.00 to 1.00 thereafter (it being understood such step-up may occur multiple times over the Administrative Agent, increase the required Consolidated Netlife of this Agreement, provided that this Leverage Ratio pursuantcovenant steps down to this Section by 0.50, which such increase shall be applicable # with respect3.00 to a Permitted Acquisition that1.00 and is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase"); provided that there shall betested at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.twice prior to any subsequent step up).
Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last dayend of any Measurement Periodfiscal quarter of the BorrowerBorrowers following the ClosingRestatement Date and ending on or after the date of a Qualified Note Offering (excluding any fiscal quarter of the Borrowers ending during the Specified Covenant Period) to be greater than 3.# during a Specified Acquisition Period, 5.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted00 and # except during a Specified Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written noticePeriod, 5.25 to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, 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 (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.1.00.
Consolidated NetTotal Leverage Ratio. PermitThe Company shall not permit the Consolidated NetTotal Leverage Ratio as ofto exceed the last day ofapplicable ratio set forth opposite such fiscal quarter in the table below; provided that such ratio shall be calculated on a Pro Forma Basis for any Measurement Period of the Borrower to be greater than 3.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of , the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, forincluding the fiscal quarter in which an acquisition or disposition occurs for which, in the case of an acquisition, the purchase price exceeds or, in the case of a disposition, the fair market value of assets or business disposed exceeds ; and provided further that upon written notice (such notice, a “Leverage Notice”) to the Administrative Agent from the Company that an acquisition with an aggregate consideration greater than or equal to has been consummated, then, notwithstanding the table below, the Company shall not permit the Consolidated Total Leverage Ratio to exceed 4.00 to 1.00 for each of the five consecutive fiscal quarters following the consummation of such Permitted Acquisition is consummated andacquisition; provided, further, that following the three (3)five consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this [Section 9.11(b)] at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter period set forth in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a "Leverage Ratio Increase"); provided that thereforegoing proviso, the Company shall be at least one full fiscal quarter followingnot permit the cessation of each suchConsolidated Total Leverage Ratio Increase during which noto exceed the applicable ratio set forth in the table below for not fewer than four fiscal quarters before a subsequent Leverage Ratio Increase shall then be in effect.Notice is delivered to the Administrative Agent:
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