Total Debt Ratio

Total Debt Ratio. Means as at any date, the ratio of (a) all Indebtedness of the Borrower and its Restricted Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) on such date and (for all purposes other than Section 7.09) all Indebtedness of Holdings to (b) EBITDA for the period of four consecutive fiscal quarters ending on or most recently ended prior to such date.

Total Debt Ratio. MDC Partners will not permit the Total Debt Ratio as of the last day of any Test Period ending on or, as applicable, after the dates set forth below to exceed the ratio set forth opposite such Test Period: Test Period Ending Total Debt Ratio September 30, 2005 2.90 to 1.00 December 31, 2005 3.20 to 1.00 March 31, 2006 2.95 to 1.00 June 30, 2006 2.75 to 1.00 September 30, 2006 and thereafter 2.50 to 1.00 Notwithstanding the foregoing, (i) upon the Disposition of all or part of the Secure... Products Business (in one or more transactions), the Total Debt Ratio will be determined as of the most recently ended Test Period on a pro forma basis after giving effect to such Disposition and (ii) in the event that such Total Debt Ratio is lower than the ratio set forth above applicable to the Test Period ending as of the last day of the fiscal quarter during which such Disposition is consummated (such lower ratio being herein referred to as the "Post-Disposition Total Debt Ratio"), MDC Partners will not permit the Total Debt Ratio as of the last day of any Test Period ending on or after such disposition date to exceed the lesser of (x) the Post-Disposition Total Debt Ratio or (y) the ratio set forth above applicable to such Test Period, provided that, if after giving effect to any such Disposition, the Post-Disposition Total Debt Ratio shall be less than 2:25 to 1, MDC Partners will not permit the Total Debt Ratio as of the last day of any Test Period ending on or after the date of such Disposition to exceed 2:25 to 1 View More

Total Debt Ratio. Means, at any date, the ratio of (a) Total Debt (other than the 8% Convertible Subordinated Debt) on such date to (b) EBITDA for the Test Period ending on or most recently ended prior to such date.

Total Debt Ratio. MDC Partners will not permit the Total Debt Ratio as of the last day of any Test Period ending on or, as applicable, after the dates set forth below to exceed the ratio set forth opposite such Test Period