Four Quarter Period has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”
Quarter Date means each of 31 March, 30 June, 30 September and 31 December.
Fiscal Quarter means a fiscal quarter of any Fiscal Year.
Quarter means a calendar year quarter commencing on 1 January, 1 April, 1 July or 1 October.
Consolidated Adjusted EBITDA means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to Consolidated Net Income for such period, plus, (i) to the extent deducted in determining Consolidated Net Income for such period, the sum, without duplication of amounts for:
Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period excluding, however, any interest expense not payable in Cash (including amortization of discount and amortization of debt issuance costs).
Current Fiscal Year means the fiscal year for which a particular calculation is made.
Earn-Out Period has the meaning set forth in Section 2.6.1.
Consolidated Cash Interest Charges means, for any period, the total interest expense of Holdings and its Restricted Subsidiaries for such period determined on a consolidated basis net of any interest income, which shall be determined on a cash basis only and solely in respect of Indebtedness of the type described in the definition of “Consolidated Total Debt” and excluding, for the avoidance of doubt, (i) any non-cash interest expense and any capitalized interest, whether paid or accrued, (ii) the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (iii) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses (including agency costs, amendment, consent or other front end, one-off or similar non-recurring fees), (iv) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (v) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (vi) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (vii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (viii) any one-time cash costs associated with breakage in respect of Swap Agreements for interest rates, (ix) any payments with respect to make whole premiums, commissions or other breakage costs of any Indebtedness, (x) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (xi) any amounts payable under Section 2.12(a) payable on or before the Closing Date, including any underwriting fees or original issue discount paid in connection with the Transactions and any agency fees payable to the Administrative Agents in connection with the Loan Documents, and (xii) any bridge, arrangement, structuring, commitment or other financing fees or expenses (but for the avoidance of doubt, not including any interest expenses), including in connection with the Transactions, any Permitted Acquisition or any other Investments or in connection with any amendment or waiver with respect to any outstanding Indebtedness or any expenses incurred in connection with any Indebtedness the proceeds of which are applied to fund any Permitted Acquisition or other Investment.
Test Period means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b).
Measurement Date means the most recent Payment Date specified in the first column of the Cumulative Net Loss Rate Table.
Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:
Fiscal Period means the period commencing on the Closing Date, and thereafter each period commencing on the day immediately following the last day of the immediately preceding Fiscal Period, and ending in each case at the close of business on the first to occur of the following dates:
Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) of the definition of “Consolidated Interest Expense” and (c) gross interest income of the Designated Company and its Restricted Subsidiaries for such period.