Maximum Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of any consecutive four fiscal quarter period ending on the dates identified below to be greater than the ratio set forth below opposite such date: -134- Notwithstanding the foregoing, at the election of the Borrower, up to three times during the term of this Agreement, the maximum Consolidated Total Net Leverage Ratio set forth in the grid above may be increased to accommodate (A) 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 Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (B) one or more Permitted Acquisitions occurring during any period of four fiscal quarters for which the aggregate consideration 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 and its 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 warranties 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 satisfied (the “Triggering Permitted Acquisition”)); provided, further, that (i) such increase shall only apply for a period 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, 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 in effect (or such extension shall be treated as a utilization of one of the three step-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 the level set forth above for the measurement period in which such step down occurs; (ii) in no event shall the maximum Consolidated Total Net Leverage Ratio after giving effect to any such step-up exceed 5.00 to 1.00; and (iii) the maximum amount that any Consolidated Total Net Leverage Ratio covenant level may step-up during any Consolidated Total Net Leverage Ratio measurement period is 0.50.
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Maximum Consolidated Total Net Leverage Ratio. Permit the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of any consecutive four fiscal quarter period ending on the dates identified below to be greater than the ratio set forth below opposite such date: -134- Notwithstanding the foregoing, at the election of the Borrower, up to three times during the term of this Agreement, the maximum Consolidated Total Net Leverage Ratio set forth in the grid above may be increased to accommodate (A) 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 Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (B) one or more Permitted Acquisitions occurring during any period of four fiscal quarters for which the aggregate consideration 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 and its 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 warranties 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 satisfied (the “Triggering Permitted Acquisition”)); provided, further, that (i) such increase shall only apply for a period 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, 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 in effect (or such extension shall be treated as a utilization of one of the three step-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 the level set forth above for the measurement period in which such step down occurs; (ii) in no event shall the maximum Consolidated Total Net Leverage Ratio after giving effect to any such step-up exceed 5.00 to 1.00; and (iii) the maximum amount that any Consolidated Total Net Leverage Ratio covenant level may step-up during any Consolidated Total Net Leverage Ratio measurement period is 0.50.
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