Common use of Net Capital Expenditures Clause in Contracts

Net Capital Expenditures. The Borrowers will not, nor will they permit any of their Subsidiaries to, expend, or be committed to expend, in excess of $200,000,000 for Net Capital Expenditures during any one fiscal year on a non-cumulative basis in the aggregate for the Borrowers and their Subsidiaries; provided that (i) up to $75,000,000 of such amount, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the immediately succeeding fiscal year only, but shall not be available in any subsequent fiscal years; provided, that if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the amount of Net Capital Expenditures permitted for such subsequent fiscal year pursuant to the first sentence of this Section 6.17, (ii) if the Parent shall demonstrate a pro forma Adjusted Leverage Ratio of less than 2.50 to 1.00 for the four fiscal quarter period most recently ended prior to the date of any Capital Expenditure, the per annum limitations set forth in this Section 6.17 shall not apply (for the avoidance of doubt, if at the end of any four fiscal quarter period ending thereafter and during the same fiscal year the Parent shall fail to demonstrate a pro forma Adjusted Leverage Ratio of less than 2.50 to 1.00, and the Capital Expenditures made to date for such fiscal year exceed the per annum limitations set forth in this Section 6.17, the Borrowers shall be in breach of the terms of this Section 6.17) and (iii) Capital Expenditures in connection with the construction of the Parent’s two corporate headquarters, as disclosed to the Administrative Agent prior to the Effective Date, shall not be included in the foregoing per annum limitations on Capital Expenditures for any fiscal year.