Consolidated Maximum Leverage Ratio. Borrower shall maintain at all times a Consolidated Maximum Leverage Ratio which is equal to or less than 3.00 to 1.00. Borrower's compliance with this covenant shall be tested on a rolling four (4) quarters basis as of the last day of each quarter of each Fiscal Year of Borrower; provided, however, for the purposes of determining the Consolidated Maximum Leverage Ratio at any time during the Ramp-up Period, the denominator of such ratio (for the avoidance of doubt, such denominator includes all items set forth in clause (ii) of the definition of "Consolidated Maximum Leverage Ratio") shall be determined as follows: (i) at September 30, 2010, on the basis of the fiscal quarter then ended, times 4; (ii) at December 31, 2010, on the basis of the six (6) months then ended, times 2; and (iii) at March 31, 2011, on the basis of the nine months then ended, times 4/3. Borrower and Lender hereby agree that, for purposes of calculating Consolidated Maximum Leverage Ratio hereunder during the Ramp-up Period, the following procedures shall apply: (x) the amounts set forth in clauses (b), (c) and (d) of the definition of "Consolidated EBITDA" shall not be annualized for any period, and (y) the aggregate professional fees, other closing costs and similar costs and expenses incurred by Borrower in connection with the consummation of any Permitted Acquisition included in the calculation of Consolidated EBITDA for any period shall not be annualized.
Consolidated Maximum Leverage Ratio. Borrower shall maintain at all times a Consolidated Maximum Leverage Ratio which is equal to or less than 3.00 to 1.00. Borrower’s compliance with this covenant shall be tested on a rolling four (4) quarters basis as of the last day of each quarter of each Fiscal Year of Borrower; provided, however, for the purposes of determining the Consolidated Maximum Leverage Ratio at any time during the Ramp-up Period, the denominator of such ratio (for the avoidance of doubt, such denominator includes all items set forth in clause (ii) of the definition of “Consolidated Maximum Leverage Ratio”) shall be determined as follows: (i) at September 30, 2010, on the basis of the fiscal quarter then ended, times 4; (ii) at December 31, 2010, on the basis of the six (6) months then ended, times 2; and (iii) at March 31, 2011, on the basis of the nine months then ended, times 4/3. Borrower and Lender hereby agree that, for purposes of calculating Consolidated Maximum Leverage Ratio hereunder during the Ramp-up Period, the amounts set forth in clauses (b), (c), (d) and (i) of the definition of “Consolidated EBITDA” shall not be annualized for any period.
