In this Agreement, unless the contrary intention appears, a reference to:

Consolidated Funded Debt to Consolidated Tangible Net Worth Covenant. As of the last day of each calendar month, [[Borrower Agent:Organization]] shall not permit the ratio, for [[Borrower Agent:Organization]], of Consolidated Funded Debt to Consolidated Tangible Net Worth to exceed 5.0:1.0.

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than the corresponding ratio set forth below:

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than 3.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after the Closing Date having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $75,000,000, the Borrower may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Consolidated Net Leverage Ratio pursuant to this Section by 0.50, which such increase shall be applicable # with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or # with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining pro forma compliance with this Section 9.11(b) at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a "Leverage Ratio Increase"); provided that there shall be at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.

Minimum Consolidated Net Worth. The Company will not permit Consolidated Net Worth at any time to be less than $1,550,000,000.

“Consolidated Secured Net Debt” means Consolidated Total Net Debt minus the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Liens on the Collateral.

“Asset Coverage Ratio” means the ratio of Consolidated Tangible Net Worth plus aggregate Debt of the Borrower and its Consolidated Subsidiaries (“Consolidated Debt”) to outstanding Consolidated Debt.

Liens not otherwise permitted by the foregoing clauses of this [Section 5.08] securing Debt in an aggregate principal amount at any time outstanding under this [Section 5.08(i)] together with the aggregate principal amount of unsecured Debt of non-Credit Parties outstanding pursuant to [Section 5.09(g)], not to exceed 10% of Adjusted Consolidated Net Worth.

“Consolidated Net Tangible Assets” means, at any date of computation, the total amount of consolidated assets of ​ and its consolidated subsidiaries, less the sum of # all current liabilities, except for # any short-term debt, # any current portion of long-term debt and # any current portion of obligations under capital leases, and # all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (less unamortized debt premium) and other like intangibles as shown on a balance sheet of ​ and its consolidated Subsidiaries prepared not more than 90 days prior to the date of computation (which, for the avoidance of doubt, shall mean the most recent balance sheet required to be delivered under Section 7.1(A) or (B)), in all cases computed in accordance with generally accepted accounting principles as in effect in the United States of America from time to time.

“Senior Secured Net Leverage Ratio” means as of any date of determination, the ratio of # Consolidated Senior Secured Debt as of such date minus the unrestricted cash and Cash Equivalents of ESI and its Restricted Subsidiaries as of such date to # Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date.

“Consolidated Net Tangible Automotive Assets”: the sum of # the aggregate amount of the Company’s automotive assets (less applicable reserves and other properly deductible items) after deducting therefrom # all current liabilities and # all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, plus # the Company’s equity in the net assets of its financial services subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, in each case as set forth in the most recent financial statements the Company and its consolidated Subsidiaries delivered pursuant to Section 6.1 prepared in accordance with GAAP.

“Consolidated Debt” means, at any date, the Debt (other than Non-recourse Debt) of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.

Maintenance of Net Worth. Permit Consolidated Net Worth at any time to be less than 75% of Consolidated Net Worth of ​ and its consolidated subsidiaries as at December 31, 2016 plus 50% of Consolidated Net Income for each fiscal quarter after December 31, 2016 (without any deduction for any such fiscal quarter in which such Consolidated Net Income is a negative number).

unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or # amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank.

Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; or

Subsidiary Debt. Permit any of its Wholly-Owned Subsidiaries that are not Guarantors to create or suffer to exist any Debt, other than: