Common use of Minimum Interest Coverage Clause in Contracts

Minimum Interest Coverage. Borrower shall not permit, at any time, the ratio (the “Interest Coverage Ratio”) of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “Measurement Period”), to be less than 1.75 to 1.0. Notwithstanding the foregoing, (i) the Interest Coverage Ratio may be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight (8) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth Measurement Period thereafter or (y) the date Borrower gives written notice to Administrative Agent that Borrower has elected to terminate such period (such period being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of not more than four (4) Measurement Periods, in each case so long as the following conditions precedent are satisfied: (A) Borrower shall have delivered to Administrative Agent written notice of the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant to Section 8.1(e) indicating the first Measurement Period that it will not achieve an Interest Coverage Ratio of 1.75 to 1.0 (such written notice to be delivered at the same time as the Compliance Certificate with respect to the last day of the first Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period); (B) Borrower shall have provided Administrative Agent with an updated business plan for Borrower and its Subsidiaries, reflecting Borrower’s reasonable estimate as to when it will exit the Reduced Interest Coverage Period (provided, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of the notice described in the immediately preceding paragraph (A)); (C) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in the case of an Interest Coverage Ratio of less than 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except for conversion of any Subordinated Debt into shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effect

Minimum Interest Coverage. Borrower The Company shall not permit, at any ------------------------- time, the ratio (the “"Interest Coverage Ratio”") of (a) Home Building EBITDA to ----------------------- (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “"Measurement Period”"), to be ------------------ less than 1.75 1.5 to 1.0. Notwithstanding ; provided, however, that the foregoing, (i) the Interest Coverage Ratio may Company will not be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight (8) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which default -------- ------- under this Section 8.3 if the Interest Coverage Ratio is less than 1.75 1.5 to 1.0 and ending on the earlier of ----------- (x) the last day of the eighth Measurement Period thereafter or (y) the date Borrower gives written notice to Administrative Agent that Borrower has elected to terminate such period (such period being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be but in no event less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of ) for not more than four two consecutive ----------- Measurement Periods (e.g., the 4-quarter period ending December 31, 1999 and the ---- 4-quarter period ending March 31, 2000) Measurement Periods, in each case so long as all of the following conditions precedent are satisfied: (Aa) Borrower The Company shall have delivered to Administrative the Agent written notice of its failure to satisfy the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant 1.5 to Section 8.1(e) indicating the first Measurement Period that it will not achieve an 1.0 Interest Coverage Ratio of 1.75 to 1.0 requirement (such written notice to be delivered at an "Interest Coverage Notice"), specifying the same time as Measurement ------------------------ Period(s) covered thereby (the Compliance Certificate with respect to "Interest Coverage Failure Period"), within -------------------------------- 45 days after the last day end of the first such Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period);. (Bb) Borrower The Company shall have provided Administrative Agent (concurrently with an updated business plan for Borrower the delivery of the Interest Coverage Notice) with pro forma financial statements, in form and its Subsidiariesdetail satisfactory to the Agent, reflecting Borrower’s reasonable estimate as to when it will exit that the Reduced Interest Coverage Period (provided, that, such updated business plan Company shall be provided no later than twenty (20) days following Borrower’s delivery in compliance with the 1.5 to Administrative Agent of the notice described in the immediately preceding paragraph (A)); (C) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in the case of an 1.0 Interest Coverage Ratio of less than 1.75 to 1.0requirement for the four Measurement Periods immediately succeeding the Interest Coverage Failure Period (or, Borrower may not if the Interest Coverage Failure Period covers only one Measurement Period, reflecting that the Company shall be in compliance for the succeeding four Measurement Periods or for the four Measurement Periods immediately following the next succeeding Measurement Period). (xc) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to The Interest Coverage Failure Period covered by any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except for conversion of any Subordinated Debt into shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effectInterest Coverage Notice shall have been immediately preceded by at least four

Minimum Interest Coverage. Borrower shall not permit, at any time, the ratio (the “Interest Coverage Ratio”) of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “Measurement Period”), to be less than 1.75 to 1.0. Notwithstanding the foregoing, (i) the Interest Coverage Ratio may be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight three (8) 3) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth second Measurement Period thereafter or (y) the date Borrower gives written notice last day of the first Measurement Period thereafter in which the Interest Coverage Ratio is equal to Administrative Agent that Borrower has elected or greater than 1.75 to terminate such period (such period 1.0, being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of not more than four (4) Measurement Periods, in each case so long as the following conditions precedent are satisfied: (A) Borrower shall have delivered to Administrative Agent written notice of the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant to Section 8.1(e) indicating the first Measurement Period that it will not achieve an Interest Coverage Ratio of 1.75 to 1.0 (such written notice to be delivered at the same time as the Compliance Certificate with respect to the last day of the first Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period)1.0; (B) Borrower shall have provided Administrative Agent with an updated business plan for Borrower and its Subsidiaries, reflecting Borrower’s reasonable estimate as to when it will exit the Reduced Interest Coverage Period (provided, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of the notice described in the immediately preceding paragraph (A))Period; (C) In the case of an Interest Coverage Ratio of (1) less than 1.75 to 1.0, but not less than 1.50 to 1.0, the Total Leverage Ratio shall not exceed 1.75 to 1.0 and (2) less than 1.50 to 1.0, the Total Leverage Ratio shall not exceed 1.50 to 1.0; and (D) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in : (i) In the case of an Interest Coverage Ratio of less than 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)plans) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except Debt, pay, repurchase, or redeem all or any part of such Subordinated Debt, transfer any property in payment of or as security for conversion the payment of all or any part of such Subordinated Debt, or establish any sinking fund, reserve, or like set aside of funds or other property for the redemption, retirement, or repayment of all or any part of such Subordinated Debt into shares (other than with the proceeds of Borrower’s capital stock Subordinated Debt issued by Borrower after the commencement of the Reduced Interest Coverage Period), during the period of time commencing on the date that Borrower submits a Compliance Certificate pursuant to clause (A) above, indicating that the Interest Coverage Ratio was less than 1.75 to 1.0 and ending on the last day of the first Measurement Period thereafter in which the Interest Coverage Ratio is at least 1.75 to 1.0; and (ii) If the Interest Coverage Ratio is (A) less than 1.75 to 1.0, so long but not less than 1.50 to 1.0, as no Default of the last day of the Reduced Interest Coverage Period, the Interest Coverage Ratio must be not less than 1.625 to 1.0 as of the last day of the first Measurement Period thereafter, and then not less than 1.75 to 1.0 as of the last day of the second Measurement Period thereafter, or Event (B) less than 1.50 to 1.0, but not less than 1.25 to 1.0, as of Default exists both before the last day of the Reduced Interest Coverage Period, the Interest Coverage Ratio must be not less than 1.50 to 1.0 as of the last day of the first Measurement Period thereafter and after giving effectthen not less than 1.75 to 1.0 as of the last day of the second Measurement Period thereafter. An example of the calculation of the Interest Coverage Ratio is as set forth in Schedule 8.20.

Minimum Interest Coverage. Borrower shall not permit, at any time, the ratio (the “Interest Coverage Ratio”) of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “Measurement Period”), to be less than 1.75 to 1.0. Notwithstanding the foregoing, (i) the Interest Coverage Ratio may be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight three (8) 3) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth second Measurement Period thereafter or (y) the date Borrower gives written notice last day of the first Measurement Period thereafter in which the Interest Coverage Ratio is equal to Administrative Agent that Borrower has elected or greater than 1.75 to terminate such period (such period 1.0, being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of not more than four (4) Measurement Periods, in each case so long as the following conditions precedent are satisfied: (A) Borrower shall have delivered to Administrative Agent written notice of the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant to Section 8.1(e) indicating the first Measurement Period that it will not achieve an Interest Coverage Ratio of 1.75 to 1.0 (such written notice to be delivered at the same time as the Compliance Certificate with respect to the last day of the first Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period)1.0; (B) Borrower shall have provided Administrative Agent with an updated business plan for Borrower and its Subsidiaries, reflecting Borrower’s reasonable estimate as to when it will exit the Reduced Interest Coverage Period (provided, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of the notice described in the immediately preceding paragraph (A))Period; (C) In the case of an Interest Coverage Ratio of (1) less than 1.75 to 1.0, but not less than 1.50 to 1.0, the Total Leverage Ratio shall not exceed 1.75 to 1.0 and (2) less than 1.50 to 1.0, the Total Leverage Ratio shall not exceed 1.50 to 1.0; and (D) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in : (i) In the case of an Interest Coverage Ratio of less than 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)plans) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except Debt, pay, repurchase, or redeem all or any part of such Subordinated Debt, transfer any property in payment of or as security for conversion the payment of all or any part of such Subordinated Debt, or establish any sinking fund, reserve, or like set aside of funds or other property for the redemption, retirement, or repayment of all or any part of such Subordinated Debt into shares (other than with the proceeds of Borrower’s capital stock Subordinated Debt issued by Borrower after the commencement of the Reduced Interest Coverage Period), during the period of time commencing on the date that Borrower submits a Compliance Certificate pursuant to clause (A) above, indicating that the Interest Coverage Ratio was less than 1.75 to 1.0 and ending on the last day of the first Measurement Period thereafter in which the Interest Coverage Ratio is at least 1.75 to 1.0; and (ii) If the Interest Coverage Ratio is (A) less than 1.75 to 1.0, so long but not less than 1.50 to 1.0, as no Default of the last day of the Reduced Interest Coverage Period, the Interest Coverage Ratio must be not less than 1.625 to 1.0 as of the last day of the first Measurement Period thereafter, and then not less than 1.75 to 1.0 as of the last day of the second Measurement Period thereafter, or Event (B) less than 1.50 to 1.0, but not less than 1.25 to 1.0, as of Default exists both before the last day of the Reduced Interest Coverage Period, the Interest Coverage Ratio must be not less than 1.50 to 1.0 as of the last day of the first Measurement Period thereafter and after giving effectthen not less than 1.75 to 1.0 as of the last day of the second Measurement Period thereafter.

Minimum Interest Coverage. From September 30, 2015 to December 31, 2016 the ratio of Consolidated EBITDA to Consolidated Net Interest Expense calculated on a quarterly basis shall be greater than 1.00 to 1.00; thereafter the ratio of Consolidated EBITDA to Consolidated Net Interest Expense calculated on a four quarter trailing basis shall be greater than (a) from January 1, 2017 to December 31, 2017, 2.00 to 1.00; and (b) at all other times thereafter, 2.50 to 1.00. Should after the Closing Date the US GAAP requirements materially change so as to impact the Financial Covenants, the Borrower and Lenders shall discuss the required amendments to the Financial Covenants so as to reflect the aforementioned changes. Collateral Maintenance: The aggregate Fair Market Value of all Collateral Vessels then acting as security for the Credit Facility shall at all times be at least 140% of the sum of the then aggregate outstanding principal amount of Loans (the “Collateral Maintenance Test”) provided that, any such non-compliance shall not constitute an event of default as long as within 30 days from the date the Administrative Agent has notified the Borrower in writing of the occurrence of such non compliance, the Borrower shall not permiteither (i) post additional collateral (“Additional Collateral”) reasonably satisfactory to all the Lenders in favor of the Security Trustee (it being understood that cash collateral comprised of U.S. Dollars is satisfactory and that it shall be valued at par), pursuant to security documentation reasonably satisfactory in form and substance to the Security Trustee, in an aggregate amount sufficient to cure such non-compliance (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) reduce Loans in an amount sufficient to cure such non-compliance. The Borrower shall provide vessel valuations from two Approved Brokers on a semi-annual basis together with compliance certificate at its own expense. The Lenders may request an assessment of the Fair Market Value of the Collateral Vessels at any time, the ratio (the “Interest Coverage Ratio”) of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “Measurement Period”), to ; such assessment shall be less than 1.75 to 1.0. Notwithstanding the foregoing, (i) the Interest Coverage Ratio may be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight (8) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth Measurement Period thereafter or (y) the date Borrower gives written notice to Administrative Agent that Borrower has elected to terminate such period (such period being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of not more than four (4) Measurement Periods, in each case so long as the following conditions precedent are satisfied: (A) Borrower shall have delivered to Administrative Agent written notice of the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant to Section 8.1(e) indicating the first Measurement Period that it will not achieve an Interest Coverage Ratio of 1.75 to 1.0 (such written notice to be delivered at the same time as the Compliance Certificate with respect to the last day of the first Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period); (B) Borrower shall have provided Administrative Agent with an updated business plan for Borrower and its Subsidiaries, reflecting Borrower’s reasonable estimate as cost only if Additional Collateral is required to when it will exit pass the Reduced Interest Coverage Period (provided, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of the notice described in the immediately preceding paragraph (A)); (C) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in the case of an Interest Coverage Ratio of less than 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except for conversion of any Subordinated Debt into shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effectCollateral Maintenance Test.

Minimum Interest Coverage. Borrower shall not permit, at any time, the ratio (the “"Interest Coverage Ratio”") of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “"Measurement Period”"), to be less than 1.75 to 1.0. Notwithstanding the foregoing; provided, (i) the Interest Coverage Ratio may however, that Borrower will not be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight (8) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which default under this Section 8.21 if the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth Measurement Period thereafter or (y) the date Borrower gives written notice to Administrative Agent that Borrower has elected to terminate such period (such period being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be but in no event less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of ) for not more than four two (2) consecutive Measurement Periods (e.g., the 4-quarter period ending December 31, 2001 and the 4-quarter period ending March 31, 2002) Measurement Periods, in each case so long as all of the following conditions precedent are satisfied: (Aa) Borrower shall have delivered to Administrative Agent written notice of its failure to satisfy the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant 1.75 to Section 8.1(e) indicating the first Measurement Period that it will not achieve an 1.0 Interest Coverage Ratio of 1.75 to 1.0 requirement (such written notice to be delivered at an "Interest Coverage Notice"), specifying the same time as Measurement Period(s) covered thereby (the Compliance Certificate with respect to "Interest Coverage Failure Period"), within forty-five (45) days after the last day end of the first such Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period);. (Bb) Borrower shall have provided Administrative Agent (concurrently with an updated business plan for Borrower the delivery of the Interest Coverage Notice) with pro forma financial statements, in form and its Subsidiariesdetail satisfactory to Administrative Agent, reflecting Borrower’s reasonable estimate as that Borrower shall be in compliance with the 1.75 to when it will exit the Reduced 1.0 Interest Coverage Ratio requirement for the four Measurement Periods immediately succeeding the Interest Coverage Failure Period (providedor, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of if the notice described in the immediately preceding paragraph (A)); (C) Borrower may elect Interest Coverage Failure Period covers only one (1) Reduced Measurement Period, reflecting that Borrower shall be in compliance for the succeeding four (4) Measurement Periods or for the four (4) Measurement Periods immediately following the next succeeding Measurement Period). (c) Except for the initial Interest Coverage Period during Failure Period, the term of this Agreement. Provided further that, in the case of an Interest Coverage Ratio of less than Failure Period covered by any Interest Coverage Notice shall have been immediately preceded by at least four (4) consecutive Measurement Periods in which Borrower was in compliance with the 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except for conversion of any Subordinated Debt into shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effect

Minimum Interest Coverage. Borrower shall not permit, at any time, the ratio (the “Interest Coverage Ratio”) of (a) Home Building EBITDA to (b) Consolidated Home Building Interest Incurred, for any period consisting of the preceding four (4) consecutive fiscal quarters (each, a “Measurement Period”), to be less than 1.75 to 1.0. Notwithstanding the foregoing, (i) the Interest Coverage Ratio may be less than 1.75 to 1.0 but not less than 1.25 to 1.0, as of the last day of not more than eight (8) consecutive Measurement Periods (such period beginning with the last day of the first Measurement Period in which the Interest Coverage Ratio is less than 1.75 to 1.0 and ending on the earlier of (x) the last day of the eighth Measurement Period thereafter or (y) the date Borrower gives written notice to Administrative Agent that Borrower has elected to terminate such period (such period being the “Reduced Interest Coverage Period”), and (ii) during such Reduced Interest Coverage Period, the Interest Coverage Ratio may be less than 1.25 to 1.0 but not less than 1.00 to 1.0, as of the last day of not more than four (4) Measurement Periods, in each case so long as the following conditions precedent are satisfied: (A) Borrower shall have delivered to Administrative Agent written notice of the commencement of a Reduced Interest Coverage Period, together with the Compliance Certificate pursuant to Section 8.1(e) indicating the first Measurement Period that it will not achieve an Interest Coverage Ratio of 1.75 to 1.0 (such written notice to be delivered at the same time as the Compliance Certificate with respect to the last day of the first Measurement Period in which Borrower is electing to begin the Reduced Interest Coverage Period); (B) Borrower shall have provided Administrative Agent with an updated business plan for Borrower and its Subsidiaries, reflecting Borrower’s reasonable estimate as to when it will exit the Reduced Interest Coverage Period (provided, that, such updated business plan shall be provided no later than twenty (20) days following Borrower’s delivery to Administrative Agent of the notice described in the immediately preceding paragraph (A)); (C) Borrower may elect only one (1) Reduced Interest Coverage Period during the term of this Agreement. Provided further that, in the case of an Interest Coverage Ratio of less than 1.75 to 1.0, Borrower may not (x) repurchase shares of its capital stock (other than (i) shares repurchased from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans and (ii) shares acquired pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than the Convertible Note Hedge Payments)) pursuant to Section 8.15(c) or (y) prior to the stated maturity date of any Subordinated Debt and except for conversion of any Subordinated Debt into shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effect.