Common use of Leverage Ratios Clause in Contracts

Leverage Ratios. (a) If no Unsecured Note Indebtedness is outstanding on the applicable date of determination, permit the Consolidated Leverage Ratio to be greater than 5.00 to 1.0 on the last day of any fiscal quarter. (b) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Leverage Ratio to be greater than 5.50 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (c) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Senior Secured Leverage Ratio to be greater than 4.00 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (d) During an Acquisition Period, the maximum permitted Consolidated Leverage Ratio and the maximum permitted Consolidated Senior Secured Leverage Ratio shall each be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above (for example, the Consolidated Leverage Ratio requirement that would otherwise be 5.50 to 1.00 will become 6.00 to 1.00). As used in this Section 7.16(d), “Acquisition Period” means a period after the Closing Date elected by the Borrower, such election to be exercised by the Borrower by delivering notice thereof to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and ending on the earlier of (a) the last day of the third full fiscal quarter following such funding date or (b) the Borrower’s election (provided, that the Borrower is in compliance with all applicable provisions of this Section 7.16 after giving effect to such election), to terminate such Acquisition Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent; provided that once any Acquisition Period is in effect, the next succeeding Acquisition Period may not commence until (i) the termination of such Acquisition Period in effect and (ii) after giving effect to the termination of such Acquisition Period in effect the Borrower shall be in compliance with all applicable provisions of this Section 7.17 and no Default shall have occurred and be continuing.

Leverage Ratios. (a) If no Unsecured Note Consolidated Leverage Ratio A. Consolidated Funded Indebtedness is outstanding on such determination date: $ B. Consolidated Adjusted EBITDA for the applicable date period of determination, permit the four consecutive fiscal quarters (Schedule 2): $ C. Consolidated Leverage Ratio to be greater than 5.00 (Line II.A ÷ Line II.B): to 1.0 Maximum permitted: Prior to the Collateral Release Date, on the last day of any fiscal quarter. (b) If any Unsecured Note Indebtedness is incurred each Quarterly Testing Date occurring on or outstanding on the applicable date of determinationafter June 30, permit the Consolidated Leverage Ratio to be greater than 5.50 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (c) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Senior Secured Leverage Ratio to be greater than 4.00 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (d) During an Acquisition Period, the maximum permitted Consolidated Leverage Ratio and the maximum permitted Consolidated Senior Secured Leverage Ratio shall each be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above (for example, the Consolidated Leverage Ratio requirement that would otherwise be 2018 5.50 to 1.00 will become 6.00 to 1.00). As used in this Section 7.16(d), “Acquisition Period” means a period From and after the Closing Collateral Release Date, on each Quarterly Testing Date elected by occurring on or after June 30, 2018, other than during a Specified Acquisition Period 5.25 to 1.00 From and after the BorrowerCollateral Release Date, on each Quarterly Testing Date occurring on or after June 30, 2018, occurring during a Specified Acquisition Period 5.50 to 1.00 For the Quarter/Year ended (“Statement Date”) – All non-cash items of income (other than account receivables and similar items arising from the normal course of business and reflected as income under accrual methods of accounting consistent with past practices) for such election period — — — — — + Pro rata share of Included Unrestricted Subsidiaries EBITDA — — — — — – Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) EBITDA (100%) — — — — — – Income from Equity Interests — — — — — = Consolidated EBITDA before Cash Distributions — — — — — – Actual cash distributions to be exercised by the Borrower by delivering notice thereof and its Consolidated Restricted Subsidiaries from Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) or in respect of Equity Interests of other Persons (that are not Subsidiaries) in excess of 20% of total Consolidated EBITDA before actual cash distributions — — — — — = Consolidated EBITDA — — — — — + Pro forma gain (loss) resulting from any Material Acquisition or Disposition or Subsidiary redesignation — — — — — 3 Aggregate amount of all Material Project EBITDA Adjustments limited to the Administrative Agent, beginning with the funding date 20% of the purchase price total actual Consolidated EBITDA for any Specified Acquisition and ending on the earlier of (a) the last day of the third full fiscal quarter following such funding date or (b) the Borrower’s election (provided, that the Borrower is in compliance with all applicable provisions of this Section 7.16 after giving effect to such election), to terminate such Acquisition Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent; provided that once any Acquisition Period is in effect, the next succeeding Acquisition Period may not commence until (i) the termination of such Acquisition Period in effect and (ii) after giving effect to the termination of such Acquisition Period in effect the Borrower shall be in compliance with all applicable provisions of this Section 7.17 and no Default shall have occurred and be continuinga period.

Leverage Ratios. (a) If no Unsecured Note Indebtedness is outstanding on the applicable date of determination, permit the Consolidated Leverage Ratio to be greater than 5.00 to 1.0 on the last day of any fiscal quarter. (b) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Leverage Ratio to be greater than 5.50 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (c) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Senior Secured Leverage Ratio to be greater than 4.00 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (d) During an Acquisition Period, the maximum permitted Consolidated Leverage Ratio and the maximum permitted Consolidated Senior Secured Leverage Ratio shall each be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above (for example, the Consolidated Leverage Ratio requirement that would otherwise be 5.50 to 1.00 will become 6.00 to 1.00). As used in this Section 7.16(d), “Acquisition Period” means a period after the Closing Date elected by the Borrower, such election to be exercised by the Borrower by delivering notice thereof to the Administrative Agent, beginning with the funding date of the purchase price for any Specified Acquisition and ending on the earlier of (a) the last day of the third full fiscal quarter following such funding date or (b) the Borrower’s election (provided, that the Borrower is in compliance with all applicable provisions of this Section 7.16 after giving effect to such election), to terminate such Acquisition Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent; provided that once any Acquisition Period is in effect, the next succeeding Acquisition Period may not commence until (i) the termination of such Acquisition Period in effect and (ii) after giving effect to the termination of such Acquisition Period in effect the Borrower shall be in compliance with all applicable provisions of this Section 7.17 and no Default shall have occurred and be continuing.

Leverage Ratios. (a) If no Unsecured Note Consolidated Leverage Ratio A. Consolidated Funded Indebtedness is outstanding on such determination date2: $ B. Consolidated Adjusted EBITDA for the applicable date period of determination, permit the four consecutive fiscal quarters (Schedule 2): $ C. Consolidated Leverage Ratio to be greater than 5.00 (Line II.A ÷ Line II.B): to 1.0 Maximum permitted: 2 Principal or similar amounts outstanding in excess of $250,000,000 under any Permitted Receivables Financing (whether or not on the last day balance sheet of the Borrower or any fiscal quarter. (bof its Consolidated Restricted Subsidiaries) If any Unsecured Note shall be included in Consolidated Funded Indebtedness is incurred for purposes of this calculation. Prior to the Collateral Release Date, on each Quarterly Testing Date occurring on or outstanding on the applicable date of determinationafter September 30, permit the Consolidated Leverage Ratio to be greater than 5.50 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (c) If any Unsecured Note Indebtedness is incurred or outstanding on the applicable date of determination, permit the Consolidated Senior Secured Leverage Ratio to be greater than 4.00 to 1.0 on the date any Unsecured Note Indebtedness is incurred nor on the last day of any fiscal quarter ending during such period. (d) During an Acquisition Period, the maximum permitted Consolidated Leverage Ratio and the maximum permitted Consolidated Senior Secured Leverage Ratio shall each be increased by 0.50 to 1.00 from the otherwise applicable ratio set forth above (for example, the Consolidated Leverage Ratio requirement that would otherwise be 2016 5.50 to 1.00 will become 6.00 From and after the Collateral Release Date, on each Quarterly Testing Date occurring on or after September 30, 2016, other than during a Specified Acquisition Period 5.00 to 1.00 From and after the Collateral Release Date, on each Quarterly Testing Date occurring on or after September 30, 2016, occurring during a Specified Acquisition Period 5.50 to 1.00). As used in this Section 7.16(d) A. Consolidated Funded Indebtedness (excluding Unsecured Note Indebtedness) on such determination date3: $ B. Consolidated Adjusted EBITDA for the applicable period of four consecutive fiscal quarters (Schedule 2): $ C. Consolidated Senior Leverage Ratio (Line II.A ÷ Line II.B): to 1.0 Maximum permitted: Prior to an Investment Grade Event, “Acquisition Period” means a period on each Quarterly Testing Date occurring on or after September 30, 2016 4.00 to 1.00 3 Principal or similar amounts outstanding under any Permitted Receivables Financing (whether or not on the Closing Date elected by the Borrower, such election to be exercised by balance sheet of the Borrower by delivering notice thereof to the Administrative Agent, beginning with the funding date or any of the purchase price its Consolidated Restricted Subsidiaries) shall be included in Consolidated Funded Indebtedness for any Specified Acquisition and ending on the earlier of (a) the last day of the third full fiscal quarter following such funding date or (b) the Borrower’s election (provided, that the Borrower is in compliance with all applicable provisions purposes of this Section 7.16 after giving effect calculation. For the Quarter/Year ended (“Statement Date”) - Included Unrestricted Subsidiaries Adjusted EBITDA (100%) — — — — — + Pro rata share of Included Unrestricted Subsidiaries EBITDA — — — — — - Unrestricted Subsidiaries (other than Included Unrestricted Subsidiaries) EBITDA (100%) — — — — — - Income from Equity Interests — — — — — + Material Project EBITDA Adjustments4 — — — — — 4 Aggregate amount of all Material Project EBITDA Adjustments limited to such election), to terminate such Acquisition Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent; provided that once any Acquisition Period is in effect, the next succeeding Acquisition Period may not commence until (i) the termination 20% of such Acquisition Period in effect and (ii) after giving effect to the termination of such Acquisition Period in effect the Borrower shall be in compliance with all applicable provisions of this Section 7.17 and no Default shall have occurred and be continuingtotal actual Consolidated EBITDA for a period.