Common use of Consolidated Secured Net Leverage Ratio Clause in Contracts

Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as of the end of any(i) the Measurement Period of Holdings (commencingending with the fiscal quarter ending June 30, 2021)December 31, 2023, to be greater than 3.50:1.00, (ii) the Measurement Period of Holdings ending with the fiscal quarter ending March 31, 2024, to be greater than 4.50:1.00, (iii) the Measurement Periods of Holdings ending with the fiscal quarters ending June 30, 2024, September 30, 2024 and December 31, 2024, to be greater than 5.00:1.00, (iv) the Measurement Period of Holdings ending with the fiscal quarter ending March 31, 2025, to be greater than 4.50:1.00, (v) the Measurement Periods of Holdings ending with the fiscal quarters ending June 30, 2025 and September 30, 2025, to be greater than 4.00:1.00 and (vi) any Measurement Period of Holdings ending with any fiscal quarter ending thereafter, to be greater than 3.50:1.00. Notwithstanding the foregoing, commencing with the fiscal quarter ending December 31, 2025 and subject to Pro Forma Compliance with a Consolidated Secured Net Leverage Ratio of not greater than 3.50:1.00 on the date of such notice, at the sole election of the Borrower and upon notice thereof to the Administrative Agent pursuant to the Borrower’s delivery of a Permitted Acquisition Certificate pursuant to Section 7.03(g)(iii)(C) (or, with respect to each of the AdColony Acquisition and the Fyber Acquisition, pursuant to a Permitted Acquisition Certificate delivered to the Administrative Agent not less than five (5) Business Days prior to the consummation of such Acquisition), the maximum permitted Consolidated Secured Net Leverage Ratio shall be increased to 4.00:1.00 in connection with any Permitted Acquisition consummated on or after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness and all earnout obligations in connection with such Acquisition) equal to or in excess of $50,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive fiscal quarters thereafter (such period, a “Leverage Increase Period”); provided that, after the first Leverage Increase Period, no subsequent Leverage Increase Period shall take effect hereunder unless at least two consecutive fiscal quarters without an increase to the Consolidated Secured Net Leverage Ratio shall have elapsed since the expiration of the prior Leverage Increase Period.

Consolidated Secured Net Leverage Ratio. Permit the Consolidated Secured Net Leverage Ratio as of the end of any(i(i) the Measurement Period of Holdings (commencingending ending with the fiscal quarter ending June December 31June 30, 2021)December 31, 202320232024, to be greater than 3.50:1.003.505.25:1.00, (ii) the Measurement Period of Holdings ending with the fiscal quarter ending March 3131September 30, 2024, to be greater than 4.50:1.004.506.25:1.00, (iii) the Measurement Periods PeriodsPeriod of Holdings ending with the fiscal quarters ending June 30, 2024, September 30, 2024 and andquarter ending December 31, 2024, to be greater than 5.00:1.005.006.50:1.00, (iv) the Measurement Period of Holdings ending with the fiscal quarter ending March 31, 2025, to be greater than 4.50:1.004.505.50:1.00, (v) the Measurement Periods PeriodsPeriod of Holdings ending with the fiscal quarters quartersquarter ending June 30, 2025 and and, to be greater than 4.50:1.00, (vi) the Measurement Period of Holdings ending with the fiscal quarter ending September 30, 2025, to be greater than 4.00:1.00 4.004.25:1.00, (vii) the Measurement Period of Holdings ending with the fiscal quarter ending December 31, 2025, to be greater than 3.75:1.00 and (viviviii) any Measurement Period of Holdings ending with any fiscal quarter ending thereafter, to be greater than 3.50:1.00. Notwithstanding the foregoing, commencing with the fiscal quarter ending December 31, 2025 and subject to Pro Forma Compliance with a Consolidated Secured Net Leverage Ratio of not greater than 3.50:1.00 on the date of such notice, at the sole election of the Borrower and upon notice thereof to the Administrative Agent pursuant to the Borrower’s delivery of a Permitted Acquisition Certificate pursuant to Section 7.03(g)(iii)(C) (or, with respect to each of the AdColony Acquisition and the Fyber Acquisition, pursuant to a Permitted Acquisition Certificate delivered to the Administrative Agent not less than five (5) Business Days prior to the consummation of such Acquisition), the maximum permitted Consolidated Secured Net Leverage Ratio shall be increased to 4.00:1.00 in connection with any Permitted Acquisition consummated on or after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness and all earnout obligations in connection with such Acquisition) equal to or in excess of $50,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive fiscal quarters thereafter (such period, a “Leverage Increase Period”); provided that, after the first Leverage Increase Period, no subsequent Leverage Increase Period shall take effect hereunder unless at least two consecutive fiscal quarters without an increase to the Consolidated Secured Net Leverage Ratio shall have elapsed since the expiration of the prior Leverage Increase Period.