Free and Clear Amount definition

Free and Clear Amount means, at any time, an amount calculated on a Pro Forma Basis, if positive, equal to: (A) the greater of (I) $3,000,000,000 and (II) 30% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered as of such time plus (B) the sum of (i) the aggregate principal amount of all voluntary prepayments or repurchases of Term A Loans and Term B Loans (each as defined in the CF Agreement) funded on the Third Restatement Effective Date, reductions in the Revolving Credit Commitments (as defined in the CF Agreement) outstanding on the Third Restatement Effective Date (except, in each case, to the extent such repurchase, prepayment or reduction is (x) funded with proceeds of long-term Indebtedness or (y) in the case of such Revolving Credit Commitments (as defined in the CF Agreement), is in connection with the replacement of such Revolving Credit Commitments with new revolving credit commitments (such long-term Indebtedness and new revolving credit commitments in connection with a refinancing or replacement described in this clause (B) that resulted in the Indebtedness or commitments being refinanced or replaced, as applicable, being excluded as an increase to the Free and Clear Amount, “Refinanced Amounts”) and (ii) the aggregate principal amount of all voluntary prepayments, repurchases, redemptions or other retirements of term loans and debt securities and reductions in the amount of revolving credit commitments, in each case, to the extent that any of the foregoing (x) were incurred in reliance on the Free and Clear Amount or (y) refinanced or replaced, as applicable, Refinanced Amounts (except to the extent such foregoing prepayments, repurchases, redemptions or other retirements of term loans and debt securities and reductions of revolving credit commitments were refinanced or replaced, as applicable with Refinanced Amounts) minus (C) without duplication, the aggregate principal amount of Indebtedness incurred and revolving credit commitments established in reliance on the Free and Clear Amount (other than Indebtedness and commitments in respect of any Permitted Receivables Financing, except to the extent such Indebtedness or commitments remain outstanding at such time).

Free and Clear Amount shall have the meaning assigned to such term in Section 2.24(a).

Free and Clear Amount has the meaning set forth in the definition of “Specified Litigation Amount”.

Examples of Free and Clear Amount in a sentence

• Any Incremental Term Loans incurred in reliance on the Incremental Free and Clear Amount and/or the Incremental Reload Amount may be reallocated after incurrence, at the election of the Borrower, such that it may be included in the Ratio-Based Incremental Amount (to the extent such amount would have been permitted to have been incurred thereunder as of such date of redesignation).

• Incremental Term Loans may be incurred under either or both the Incremental Free and Clear Amount and the Incremental Ratio-Based Amount in a single transaction, and proceeds from any such incurrence under more than one of the foregoing may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under the Incremental Ratio-Based Amount and then calculating the incurrence under the Incremental Free and Clear Amount.

• Incremental Term Loans may be incurred under either or both the Incremental Free and Clear Amount and the Incremental Ratio-Based Amount in a single transaction, and proceeds from any such incurrence under more than one of the foregoing may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under the Incremental Ratio- Based Amount and then calculating the incurrence under the Incremental Free and Clear Amount.

More Definitions of Free and Clear Amount

Free and Clear Amount means, at any time, an amount calculated on a Pro Forma Basis, if positive, equal to: (A) the greater of (I)

Free and Clear Amount has the meaning set forth in the definition of “Specified Litigation Amount”. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (except to the extent relating to trade payables in the ordinary course of business which are not more than ninety (90) days past due after the day on which such trade account payable was created);