(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on July 1, 2019 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus
(B) 100% of the aggregate net proceeds (including cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property) received by the Issuer or a Restricted Subsidiary since immediately after the August 2019 Issue Date from the issue or sale of:
(F) the greater of $280,000,000 and 45.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available).
if in each case either (x) the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued is no greater than 7.0 to 1.0 or (y) the Fixed Charge Coverage Ratio on a consolidated basis is at least 2.0 to 1.0, in each case, determined on a pro forma basis
if in each case either (x) the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued is no greater than 7.0 to 1.0 or (y) the Fixed Charge Coverage Ratio on a consolidated basis is at least 2.0 to 1.0, in each case, determined on a pro forma basis
(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition or merger, either (A) the total amount of Indebtedness incurred and outstanding under this clause (14) is in an aggregate amount together with any Refinancing Indebtedness in respect thereof not to exceed the greater of (x) $150,000,000 and (y) 25.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available), or (B) any of the following are satisfied as of the date of incurrence: (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof, or (B) the Consolidated Leverage Ratio is not higher than the Consolidated Leverage Ratio, or the Fixed Charge Coverage Ratio is not lower than the Fixed Charge Coverage Ratio, in each case, than immediately prior to such acquisition or merger;
(16) Indebtedness in respect of any Qualified Securitization Facility or any Receivables Facility which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (16) and then outstanding, will not exceed the greater of $175,000,000 and 30.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available);
(18) Indebtedness of Foreign Subsidiaries of the Issuer in an aggregate amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) the greater of $375,000,000 and 55.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available)
(22) obligations in respect of Disqualified Stock or Preferred Stock in an aggregate amount outstanding which, when taken together with the liquidation preference of all other Disqualified Stock or Preferred Stock issued pursuant to this clause and then outstanding, will not exceed $50,000,000;
(5) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Equity Interests of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness incurred and Disqualified Stock and/or Preferred Stock issued and outstanding under this clause (5), not to exceed the greater of (x) $140,000,000 and (y) 25.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available) at any time outstanding;
(12) Indebtedness or Disqualified Stock of the Issuer or a Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12), does not at any one time outstanding exceed the greater of $240,000,000 and 40.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available)
Permitted Liens (20) ·
p. 37(20) other Liens securing Indebtedness or other obligations which do not exceed the greater of $215,000,000 and 35.0% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available) in the aggregate at any one time outstanding;
(11) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $500,000,000;
(b) the declaration and payment of dividends on the common stock or common equity interests of the Issuer (or a parent entity) (and any equivalent declaration and payment of a distribution of any security exchangeable for such common stock or common equity interests to the extent required by the terms of any such exchangeable securities), in an amount in any fiscal year not to exceed 6.0% of Market Capitalization;
(18) any Restricted Payments; provided, however, that immediately after giving pro forma effect thereto and the incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, (x) the Consolidated Leverage Ratio would be less than 6.5 to 1.0 and (y) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof;
provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed the greater of $45,000,000 or 7.5% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available) in any calendar year
(10) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed $25,000,000;