Consolidated DOE Financial Responsibility Composite Score. The Borrower will maintain, as of the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2020, a Consolidated DOE Financial Responsibility Composite Score (in each case, whether set forth in (x) a DOE Compliance Certificate or (y) a notification from the DOE setting forth a calculation of the Consolidated DOE Financial Responsibility Composite Score (required to be delivered by the Borrower to the Administrative Agent pursuant to clause (2) of Section 5.1(c) (such notice described in this clause (y), the “DOE Notice”)), of not less than 1.0; provided, however, that such Consolidated DOE Financial Responsibility Composite Score (in each case, whether set forth in (x) one or more DOE Compliance Certificates or (y) one or more DOE Notices) shall not be less than 1.50 for any two consecutive Fiscal Years. In the event that the Consolidated DOE Financial Responsibility Composite Score calculated by the DOE for any Fiscal Year set forth in a DOE Notice delivered for such Fiscal Year conflicts with the Consolidated DOE Financial Responsibility Composite Score set forth in the DOE Compliance Certificate delivered for such Fiscal Year, and as a result of such conflict, a Default or Event of Default (a “Subject Default”) would exist as a result of the Borrower’s failure to comply with this Section 6.3, the Borrower shall have a period of 180 days following receipt of such DOE Notice (or such longer period as the Administrative Agent shall agree in its discretion) (any such period, a “Challenge Period”) to challenge the DOE’s calculation and procure a correction from the DOE resulting in a compliant Consolidated DOE Financial Responsibility Composite Score for the relevant Fiscal Year and no Subject Default shall be deemed to exist during such Challenge Period.
Consolidated DOE Financial Responsibility Composite Score. The Borrower will maintain, as of the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2012, a Consolidated DOE Financial Responsibility Composite Score of not less than 1.5.
Consolidated DOE Financial Responsibility Composite Score. Composite score calculation for Strategic Education, Inc. for FY ending December 31, 20[ ] Primary reserve ratio Total equity less: Intangibles less: Net PP&E plus: LT Debt Adjusted equity Total expenses (includes interest) Prime reserve ratio Prime reserve ratio (multiple x20) Adjusted prime reserve ratio Equity ratio Total equity Less intangibles Modified equity Total assets Less intangibles Modified assets Equity ratio Equity ratio (multiple x6) Adjusted equity ratio Net income ratio Income before taxes Total revenue (includes Investment income) Income ratio Income ratio (multiple 1 + x33.3) Adjusted income ratio Financial Composite Score EXHIBIT A [See attached conformed Credit Agreement] CONFORMED COPY - THROUGH SECOND AMENDMENT SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of November 8, 2012(1) among STRATEGIC EDUCATION, INC., formerly known as Xxxxxxx Education, Inc., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and BANK OF AMERICA, N.A., and BANK OF MONTREAL as Documentation Agents SUNTRUST XXXXXXXX XXXXXXXX, INC., PNC CAPITAL MARKETS LLC, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and BMO CAPITAL MARKETS CORP. as Joint Lead Arrangers and Joint Book Managers
