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.

Appears in 3 contracts

Sources: Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.)

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.

Appears in 2 contracts

Sources: Credit Agreement (ExlService Holdings, Inc.), Credit Agreement (ExlService Holdings, Inc.)

Total Net Leverage Ratio. The Borrower will Credit Parties shall not permit the Total Net Leverage Ratio, on Ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending on December 31, 2023, Test Period set forth below to be greater than 3.00 to 1.00; provided that the ratio set opposite such Test Period below: June 30, 2022 5.00:1.00 September 30, 2022 5.00:1.00 December 31, 2022 5.00:1.00 March 31, 2023 5.00:1.00 June 30, 2023 5.00:1.00 September 30, 2023 5.00:1.00 December 31, 2023 and each Fiscal Quarter thereafter 4.50:1.00 Notwithstanding the foregoing, (xi) so long as upon maintaining a Total Net Leverage Ratio of 4.50:1.00 (the “Stepped Down Total Net Leverage Ratio”) for no Event of Default exists at less than one fiscal quarter after December 31, 2023 (the “Step-Up Trigger”), such time or would result therefromStepped Down Total Net Leverage Ratio shall be eligible for, and subject to, the Step-Up (as defined below) and (ii) upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such Material Permitted Acquisition (the “Increase Period”), if elected by the Borrower may elect by written notice to increase the Agent given on or prior to the date of consummation of such Material Permitted Acquisition, the maximum Total Net Leverage Ratio level for purposes of this Section 6.1 shall be increased by 0.50x for the relevant Test Period above (the “Step-Up”) during such Increase Period; provided, that, (i) between successive Increase Periods, there must be at least one fiscal quarter during which the Credit Parties are in compliance, without giving effect to any Step-Up, with the Total Net Leverage Ratio above and (ii) there shall be a maximum of three Increase Periods in the aggregate under this Agreement. Notwithstanding the foregoing, solely in the event the Borrower consummates the Share Repurchase, until the completion of the four fiscal quarters following the consummation of the Share Repurchase, the maximum Total Net Leverage Ratio permitted under by this Section 6.12 6.1 (including after giving effect 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 (xany Step-Up), 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 shall 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), increased 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 Period0.50x.

Appears in 1 contract

Sources: Credit Agreement (R1 RCM Inc. /DE)

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.

Appears in 1 contract

Sources: Credit Agreement (Roku, Inc)

Total Net Leverage Ratio. The Borrower Commencing with the Q4-2019 Test Period, the Company will not permit the Total Net Leverage Ratio, Ratio on the last day of any fiscal quarter, commencing with each Test Period ending as of the fiscal quarter ending on December 31, 2023, last day of the Fiscal Quarter for which financial statements have been or are required to have been delivered pursuant to Section 5.1(b) to be greater than 3.00 4.00 to 1.00; provided that (x) so long as no Event of Default exists at such time or would result therefromif the Company consummates a Material Permitted Investment, then the Borrower Company may elect to increase that the maximum Total Net Leverage Ratio permitted under this Section 6.12 6.7(a) be increased to 3.50 4.50 to 1.00 for a period each of up to the four (4) consecutive fiscal quarters, as specified by Test Periods that include the Borrower, Fiscal Quarter in connection with a which such Material Acquisition Permitted Investment is consummated during the first fiscal quarter of such specified period (each such specified period of consecutive fiscal quartersperiod, an “Adjusted Covenant Period”) and (y) notwithstanding the foregoing clause (x), absent the Borrower consent of the Required Lenders, (A) the Company may only make an election for an Adjusted Covenant Period with respect to any Material Permitted Investment on or prior to the date that the Company delivers the Compliance Certificate (and related financial statements required pursuant to section 5.1(a) or 5.1(b), as applicable) covering the Fiscal Quarter in which the Material Permitted Investment was consummated and (B) the Company may not elect a new an Adjusted Covenant Period for at least one (1) full fiscal quarter Fiscal Quarter following the end of another an Adjusted Covenant Period. Any such election must be made ; provided, further, that (i) the Company will provide notice in writing to the Administrative Agent within fifteen (15) Business Days of the consummation such increase and a transaction description of such Material AcquisitionPermitted Investment (regarding the name of the Person or assets being acquired and the approximate purchase price, and shall specify the number of fiscal quarters (between one (1subject in each case to applicable confidentiality restrictions) and four (4)ii) 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 completion 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 each Adjusted Covenant Period, the maximum Total Net Leverage Ratio permitted under this Section 6.7(a) will revert to 4.00 to 1.00.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (KAMAN Corp)

Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage RatioRatio to exceed (i) 4.25 to 1.00, on as of the last day end of any fiscal quarter, commencing with the fiscal quarter each Reference Period ending on or after Closing Date but prior to May 31, 2019, (ii) 3.75 to 1.00, as of the end of each Reference Period ending on or after May 31, 2019 but prior to ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) 4.50 to 1.00, as of the end of each Reference Period ending on or after December 31, 20232019 but prior to June 30, to be greater than 3.00 2020, (iv) 4.25 to 1.00, as of the end of each Reference Period ending on or after June 30, 2020 but prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) 4.006.50 to 1.00, as of the end of each Reference Period ending on or after March 31, 2021 but prior to December 31, 2021, (iv) 6.00 to 1.00, as of the Reference Period ending December 31, 2021 and (viv) 3.755.50 to 1.00, as of the end of each Reference Period ending on or after December March 31, 20212022; provided provided, that if the Borrower delivers a Covenant Adjustment Termination Certificate, then it will not permit the Total Net Leverage Ratio to exceed the Pre-Adjustment Leverage Ratio as of the end of any Reference Period (such required level of Total Net Leverage Ratio from time to time, the “Required Ratio”). Notwithstanding the foregoing, the then-applicable Required Ratio may be increased to accommodate a Material Permitted Acquisition at the election of the Borrower as designated in the Compliance Certificate or an earlier notice or certificate delivered by the Borrower in connection with such Material Permitted Acquisition; provided, however, that (xi) so long as no Event such increase shall not otherwise go into effect until the closing of Default exists at such time or would result therefromMaterial Permitted Acquisition; (ii) such increase shall only apply for a period of twelve months from and after the closing of such Material Permitted Acquisition and immediately upon the expiration of such twelve month period, the Borrower may elect required maximum Total Net Leverage Ratio shall revert to increase the applicable Required Ratio set forth above for the Reference Period in which such reversion occurs; (iii) in no event shall the maximum Total Net Leverage Ratio permitted under this Section 6.12 after giving effect to 3.50 any such step-up exceed 4.75 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”) 1.00; 106 and (yiv) notwithstanding the foregoing clause (x), the Borrower maximum amount that any Total Net Leverage Ratio covenant level may not elect a new Adjusted Covenant step-up during any Reference 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 is 0.50 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 Period1.00.

Appears in 1 contract

Sources: Credit Agreement (Cars.com Inc.)

Total Net Leverage Ratio. The Borrower will not permit Permit the Total Net Leverage Ratio, on as of the last day of the most recent fiscal quarter of Holdings then last ended (commencing with the first full fiscal quarter ending after the Closing Date), to exceed the ratio set forth below opposite the date on which such last day occurs: Date of Fiscal Quarter End Ratio March 31, 2023 4.00 to 1.00 June 30, 2023 4.00 to 1.00 September 30, 2023 4.00 to 1.00 December 31, 2023 4.00 to 1.00 March 31, 2024 and thereafter 3.50 to 1.00 provided, that the Borrower may, in connection with any Material Acquisition, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase (a “Covenant Increase”) the maximum Total Net Leverage Ratio by 0.50 to 1.00 solely for purposes of (i) determining pro forma compliance with this Section 8.1 in determining (x) whether such transaction meets the requirements of a Permitted Acquisition and (y) compliance with Section 2.6(b)(v), Section 3.16(b)(v), Section 8.2(i) and Section 8.2(j) and (ii) determining compliance with this Section 8.1(a) for a period of four consecutive fiscal quarter, commencing quarters beginning with the fiscal quarter ending on December 31in which such Material Acquisition occurred (“Adjusted Covenant Period”); provided, 2023further, to be greater than 3.00 to 1.00; provided that (x) so long as in no Event of Default exists at such time or would result therefrom, the Borrower may elect to increase event shall the maximum Total Net Leverage Ratio permitted under by this Section 6.12 to 3.50 8.1(a) exceed 4.50 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 with respect to each Covenant Increase, either (x), i) the Borrower may not elect a new Adjusted any Covenant Period Increase for at least one two (12) full fiscal quarter quarters 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 any Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent elected by the Borrower initially elects or (ii) the Borrower shall be in compliance with this Section 8.1(a) for the Adjusted Covenant Period to apply for less than two (2) most recently ended periods of four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not for which financial statements have been delivered without giving effect to exceed four (4) fiscal quarters from the date of any Covenant Increase or the Material Acquisition), by delivering written notice of such extension Acquisition related to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant PeriodIncrease.

Appears in 1 contract

Sources: Credit Agreement (Lantheus Holdings, Inc.)

Total Net Leverage Ratio. The Borrower will not permit Permit the Total Net Leverage Ratio, on as of the last day of the most recent fiscal quarter of Holdings then last ended (commencing with the first full fiscal quarter ending after the Closing Date), to exceed the ratio set forth below opposite the date on which such last day occurs: March 31, 2023 4.00 to 1.00 June 30, 2023 4.00 to 1.00 September 30, 2023 4.00 to 1.00 December 31, 2023 4.00 to 1.00 March 31, 2024 and thereafter 3.50 to 1.00 (a) Total Net Leverage Ratio. Permit the Total Net Leverage Ratio, as of the last day of the most recent fiscal quarter of Holdings then last ended (commencing with the first full fiscal quarter ending after the First Amendment Effective Date), to exceed 3.50 to 1.00: provided, that the Borrower may, in connection with any Material Acquisition, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase (a “Covenant Increase”) the maximum Total Net Leverage Ratio by 0.50 to 1.00 solely for purposes of (i) determining pro forma compliance with this Section 8.1 in determining (x) whether such transaction meets the requirements of a Permitted Acquisition and (y) compliance with Section 2.6(b)(v), Section 3.16(ba)(v), Section 8.2(i) and Section 8.2(j) and (ii) determining compliance with this Section 8.1(a) for a period of four consecutive fiscal quarter, commencing quarters beginning with the fiscal quarter ending on December 31in which such Material Acquisition occurred (“Adjusted Covenant Period”); provided, 2023further, to be greater than 3.00 to 1.00; provided that (x) so long as in no Event of Default exists at such time or would result therefrom, the Borrower may elect to increase event shall the maximum Total Net Leverage Ratio permitted under by this Section 6.12 to 3.50 8.1(a) exceed 4.50 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 with respect to each Covenant Increase, either (x), i) the Borrower may not elect a new Adjusted any Covenant Period Increase for at least one two (12) full fiscal quarter quarters 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 any Adjusted Covenant Period will apply following the Material Acquisition; provided that to the extent elected by the Borrower initially elects or (ii) the Borrower shall be in compliance with this Section 8.1(a) for the Adjusted Covenant Period to apply for less than two (2) most recently ended periods of four (4) fiscal quarters, the Borrower may subsequently elect to extend the Adjusted Covenant Period for additional, consecutive fiscal quarters (not for which financial statements have been delivered without giving effect to exceed four (4) fiscal quarters from the date of any Covenant Increase or the Material Acquisition), by delivering written notice of such extension Acquisition related to the Administrative Agent at least fifteen (15) Business Days prior to the end of the initially specified Adjusted Covenant PeriodIncrease.

Appears in 1 contract

Sources: Credit Agreement (Lantheus Holdings, Inc.)

Total Net Leverage Ratio. The Borrower will not permit the Total Net Leverage RatioRatio as of the end of any Fiscal Quarter to exceed 3.50 to 1.00; provided that, on upon consummation of a Qualified Acquisition, and receipt by the Administrative Agent of notice from a Financial Officer of the Borrower that the Borrower intends to elect to effect a Leverage Increase Period (which notice shall certify that the relevant Permitted Acquisition constitutes a Qualified Acquisition), the required Total Net Leverage Ratio set forth above shall be increased to 4.00 to 1.00 for each of the four (4) consecutive Fiscal Quarters ending immediately after the consummation of such Qualified Acquisition (including the Fiscal Quarter in which such Qualified Acquisition was consummated) (a “Leverage Increase Period”); provided, further, that, (a) for at least two (2) Fiscal Quarters immediately following each Leverage Increase Period, the Total Net Leverage Ratio as of the end of such Fiscal Quarters shall not be greater than 3.50 to 1.00 prior to giving effect to another Leverage Increase Period, (b) there shall be no more than two (2) Leverage Increase Periods during the term of this Agreement, and (c) each Leverage Increase Period shall apply only (i) with respect to the calculation of the Total Net Leverage Ratio for purposes of determining compliance with this Section 6.11 as of the last day of any fiscal quarterFiscal Quarter, commencing (ii) for purposes of determining compliance with clause (g) in 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 definition 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, “Permitted Acquisition” 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 the Qualified Acquisition triggering such Material AcquisitionLeverage Increase Period, and shall specify the number of fiscal quarters (between one (1) and four (4)iii) for which the Adjusted Covenant Period will apply following the Material Acquisition; provided that purposes of determining compliance with clause (C) of Section 2.20(a) (solely to the extent the Borrower initially elects for the Adjusted Covenant Period proceeds of Incremental Extensions of Credit are being used to apply for less than four (4) fiscal quartersfund, in whole or in part, 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 consummation of the Material AcquisitionQualified Acquisition triggering such Leverage Increase Period), by delivering written notice (iv) for purposes of such extension determining compliance with clause (i) of Section 6.01(g) (solely to the Administrative Agent at least fifteen extent the proceeds of unsecured or junior lien secured Indebtedness in incurred in reliance on Section 6.01(g) are being used to fund, in whole or in part, the consummation of the Qualified Acquisition triggering such Leverage Increase Period), (15v) Business Days prior for purposes of determining compliance with Section 6.01(m) (solely to the end extent the proceeds of Alternative Incremental Facility Debt are being used to fund, in whole or in part, the consummation of the initially specified Adjusted Covenant Qualified Acquisition triggering such Leverage Increase Period) and (vi) for purposes of determining compliance with Section 6.01(f) (solely to the extent the Person or assets relating to such Indebtedness is the subject of the Qualified Acquisition triggering such Leverage Increase Period).

Appears in 1 contract

Sources: Credit Agreement (YETI Holdings, Inc.)