Global Signal Default. Means any of the following: (i) at any time, the Consolidated Indebtedness of Global Signal and its consolidated Subsidiaries shall exceed $1,800,000,000, which amount shall be inclusive of all Consolidated Indebtedness with respect to the securitization of any Towers of Global Signal and/or its Subsidiaries; (ii) at any time, the ratio of (1) Debt for Borrowed Money of Global Signal and its Subsidiaries on a consolidated basis at such time to (2)
... Consolidated EBITDA for the period of 12 consecutive calendar months ended at or most recently prior to such time shall be greater than 7.65:1.00; provided, that the calculation of Consolidated EBITDA shall be adjusted to annualize the financial results of Towers owned, leased or managed for less than one year as follows: (A) the Consolidated EBITDA attributed to any Tower owned, leased or managed for less than one year but greater than or equal to one month shall be the Consolidated EBITDA attributed to such Tower for the period commencing on the date of the Acquisition of such Tower through the last day of the most recently completed month times, a fraction, the numerator of which is 12 and the denominator of which is the number of calendar months completed since the date of such Acquisition, and (B) the Consolidated EBITDA for Towers owned for less than one month shall be the estimated annual Consolidated EBITDA for such Towers based upon the budgeted annualized results of such Towers determined in a manner reasonably acceptable to Bank of America, N.A. and Morgan Stanley Asset Funding Inc., as co-Administrative Agents, and adjusted to reflect the financial results of such Towers on a consolidated basis (as opposed to a stand-alone per Tower basis); and (iii) Global Signal or any of its Subsidiaries shall fail to timely file all tax returns that are required to be filed by it or timely pay all Taxes due, except for any such Taxes as are being -2- appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided; provided, however, that capitalized terms used in this definition (except for Consolidated EBITDA and Consolidated Indebtedness) shall have the meaning given to them in the GSOP Credit Agreement.
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