Common use of Maximum Consolidated Net Leverage Ratio Clause in Contracts

Maximum Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio, as of the end of each fiscal quarter occurring after the Closing Date, to be greater than (i) 3.75 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (ii) 3.50 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016, provided, however, that upon the consummation of a Material Acquisition and upon the written election of the Administrative Borrower (which may be exercised not more than two (2) times during the term of this Agreement) to the Administrative Agent (which shall promptly notify the Lenders), the Administrative Borrower may increase the maximum Consolidated Net Leverage Ratio (x) by 0.50x (but in no event to a ratio greater than (I) 4.25 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (II) 4.00 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016) above the Consolidated Net Leverage Ratio then in effect for the next two (2) fiscal quarters that end following the date of the consummation of such Material Acquisition and (y) by 0.25x (but in no event to a ratio greater than (I) 4.00 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (II) 3.75 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016) above the Consolidated Net Leverage Ratio then in effect for the third and fourth fiscal quarters ending following the date of the consummation of such Material Acquisition (the “Adjusted Consolidated Net Leverage Ratio”) (it being understood that, in the event an additional Material Acquisition is consummated during the period set forth in this proviso, a second such written election may be made by the Administrative Borrower, whereupon the Consolidated Net Leverage Ratio shall be increased as set forth in clauses (x) and (y) with respect to the successive four (4) fiscal quarters that end following such second Material Acquisition, but subject to the limitations set forth in clauses (i) and (II) in each of clauses (x) and (y)). The Adjusted Consolidated Net Leverage Ratio shall be effective as of the date of consummation of the applicable Material Acquisition (including, without limitation, for determining Pro Forma Compliance with the requirements of this Agreement for such Material Acquisition).

Maximum Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio, as of the end of each fiscal quarter occurring after the Closing Date, to be greater than (i) 3.75 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (ii) 3.50 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016, ; provided, however, that upon the consummation of a Material Acquisition and upon the written election of the Administrative Borrower (which may be exercised not more than two (2) times during the term of this Agreement) to the Administrative Agent (which shall promptly notify the Lenders), the Administrative Borrower may increase the maximum Consolidated Net Leverage Ratio (x) by 0.50x (but in no event to a ratio greater than (I) 4.25 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (II) 4.00 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016) above the Consolidated Net Leverage Ratio then in effect for the next two (2) fiscal quarters that end following ending after the date of the consummation of such Material Acquisition and (y) by 0.25x (but in no event to a ratio greater than (I) 4.00 to 1.00, in the case of each such fiscal quarter ending on or prior to September 30, 2016 or (II) 3.75 to 1.00, in the case of each such fiscal quarter ending after September 30, 2016) above the Consolidated Net Leverage Ratio then in effect for the third and fourth fiscal quarters ending following after the date of the consummation of such Material Acquisition (the “Adjusted Consolidated Net Leverage Ratio”) (it being understood that, in the event an additional Material Acquisition is consummated during the period set forth in this proviso, a second such written election may be made by the Administrative Borrower, whereupon the Consolidated Net Leverage Ratio shall be increased as set forth in clauses (x) and (y) with respect to the successive four (4) fiscal quarters that end following ending after such second Material Acquisition, but subject to the limitations set forth in clauses (i) and (II) in each of clauses (x) and (y)). The Adjusted Consolidated Net Leverage Ratio shall be effective as of the date of consummation of the applicable Material Acquisition (including, without limitation, for determining Pro Forma Compliance with the requirements of this Agreement for such Material Acquisition).