Consolidated Funded Debt Leverage Ratio. Permit the Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of Verisk to be greater than 3.50 -to- 1.00. Notwithstanding the foregoing to the contrary,
(i) at the election of the Co-Borrowers (such election to be made in writing to the Administrative Agent upon the closing of a Permitted Acquisition and such election to be made not more than twice during the term of the Facility), the maximum Consolidated Funded Debt Leverage Ratio shall be permitted to increase to 3.75:1.00 for the four consecutive fiscal quarter period (hereinafter referred to as a “Leverage Increase Period”) commencing with the fiscal quarter in which such Permitted Acquisition occurs (which Leverage Increase Period shall include, for the avoidance of doubt, the fourth (4th) fiscal quarter end following the closing date of such Permitted Acquisition), provided, that immediately upon the expiration of any Leverage Increase Period, the maximum Consolidated Funded Debt Leverage Ratio permitted under this Section 7.08(b) shall revert automatically to 3.50:1.00; and
(ii) at the election of the Co-Borrowers (such election to be made in writing to the Administrative Agent upon the closing of the Balmoral Acquisition), the maximum Consolidated Funded Debt Leverage Ratio shall be permitted to increase to 4.50:1.00 (the “Balmoral Leverage Increase”) for the four consecutive fiscal quarter period (hereinafter referred to as a “Balmoral Leverage Increase Period”) commencing with the fiscal quarter in the Balmoral Acquisition occurs (which Balmoral Leverage Increase Period shall include, for the avoidance of doubt, the fourth (4th) fiscal quarter end following the closing date of such the Balmoral Acquisition), provided, that immediately upon the expiration of any Balmoral Leverage Increase Period, the maximum Consolidated Funded Debt Leverage Ratio permitted under this Section 7.08(b) shall revert automatically to 3.50:1.00 (as may be further adjusted, to the extent applicable under clause (b)(i) above).
Consolidated Funded Debt Leverage Ratio. Permit the Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of Verisk to be greater than 3.25 -to- 1.0.
Consolidated Funded Debt Leverage Ratio. The Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of the Parent to be greater than 3.0-to-1.0.”
i. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended by adding the phrase “and the Guarantees, as applicable,” immediately after the word “Notes” in all instances the word “Notes” appears in the first paragraph and in the first two instances the word “Notes” appears in the last paragraph.
j. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended further by deleting “.” at the end of clause (n) and by adding at the end thereof the following: “; provided that no such Liens permitted under this paragraph 6C may secure any obligation under the Bank Agreement or under any other additional, renewed, refinanced, refunded, restated, replacement or successor bank credit agreement of the Parent and any direct or indirect Subsidiaries or under any other private placement facilities now or in the future existing, as amended, renewed, refinanced, refunded, restated or replaced, of the Parent and any direct or indirect Subsidiaries.”
k. Paragraph 6D (Merger and Consolidation) of the Shelf Agreement is hereby amended by adding “and” to the end of clause (a), deleting “; and” at the end of clause (b) and adding “.” in lieu thereof, and deleting clause (c) in its entirety.
l. A new paragraph 6D(1) is hereby added to the Shelf Agreement immediately after paragraph 6D to read as follows:
Consolidated Funded Debt Leverage Ratio. Permit the Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of Verisk to be greater than 3.50:1.00. Notwithstanding the foregoing to the contrary, at the election of the Borrowers (such election to be made in writing to the Administrative Agent upon the closing of a Permitted Acquisition and such election to be made not more than twice during the term of the Facility), the maximum Consolidated Funded Debt Leverage Ratio shall be permitted to increase to 4.00:1.00 for the four consecutive fiscal quarter period (hereinafter referred to as a “Leverage Increase Period”) commencing with the fiscal quarter in which such Permitted Acquisition occurs (which Leverage Increase Period shall include, for the avoidance of doubt, the fourth fiscal quarter end following the closing date of such Permitted Acquisition), provided, that immediately upon the expiration of any Leverage Increase Period, the maximum Consolidated Funded Debt Leverage Ratio permitted under this Section 7.08(b) shall revert automatically to 3.50:1.00.
Consolidated Funded Debt Leverage Ratio. Permit the Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of the Borrower to be greater than 3.0 -to- 1.0.
