Common use of Additional Secured Indebtedness Clause in Contracts

Additional Secured Indebtedness. The Borrower may, subject to the terms and conditions of this Section 2.23 (Additional Secured Indebtedness), (a)(i) add one or more term loan facilities to this Agreement and the other Financing Documents or (ii) add one or more additional term loan, secured bond or other debt facilities pursuant to separate documentation (each such facility in this clause (a), “Additional Secured Term Indebtedness”) and/or (b)(i) add one or more senior revolving credit facilities to this Agreement and the other Financing Documents and/or (ii) add one or more additional revolving and/or letter of credit facilities pursuant to separate documentation (any such revolving or letter credit facility in this clause (b), “Additional Secured Revolving Indebtedness”; the Additional Secured Revolving Indebtedness and the Additional Secured Term Indebtedness are collectively referred to as “Additional Secured Indebtedness”), at its sole discretion, subject to the satisfaction or waiver of the following conditions: (a) no Default or Event of Default shall have occurred and be continuing; provided that, if the Additional Secured Indebtedness at issue will be used to effect an acquisition permitted by the Financing Documents (i) as of the date of execution of the acquisition agreement related to such acquisition, no Event of Default under the Financing Documents has occurred and is continuing, (ii) as of the date of the consummation of such acquisition, no Event of Default pursuant to Sections 8.1(a) (Failure to Make Payments When Due), 8.1(e) (Involuntary Bankruptcy;

Additional Secured Indebtedness. The Borrower may, subject to the terms and conditions of this Section 2.23 (Additional Secured Indebtedness)2.26, (a)(ix)(i) add one or more term loan facilities to this Agreement and the other Financing Documents or (ii) add one or more additional term loan, secured bond or other debt facilities pursuant to separate documentation (each such facility in this clause (ax), “Additional Secured Term Indebtedness”) and/or (b)(iy)(i) add one or more senior revolving credit facilities to this Agreement and the other Financing Documents and/or (ii) add one or more additional revolving and/or letter of credit facilities pursuant to separate documentation (any such revolving or letter credit facility in this clause (by), “Additional Secured Revolving Indebtedness”; the Additional Secured Revolving Indebtedness and the Additional Secured Term Indebtedness are collectively referred to as “Additional Secured Indebtedness”), at its sole discretion, subject to the satisfaction or waiver of the following conditions: (a) no Default or Event of Default shall have occurred and be continuing; provided thatprovided, that if the Additional Secured Indebtedness at issue will be used to effect an acquisition permitted by the Financing Documents Documents, (i) as of the date of execution of the acquisition agreement related to such acquisition, no Event of Default under the Financing Documents has occurred and is continuing, (ii) as of the date of the consummation of such acquisition, no Event of Default pursuant to Sections 8.1(aSection 7.01(a) or 7.01(g) has occurred and is continuing, and (Failure iii) any event of default under the loan documents related to Make Payments When Duesuch Additional Secured Indebtedness has been waived or limited as agreed by the Borrower and the lenders thereunder, then the Borrower shall be permitted to effect the consummation of such acquisition and the incurrence of Additional Secured Indebtedness related thereto (it being understood that any such closing or waiver will not waive any Event of Default under the Financing Documents); (b) the Additional Secured Indebtedness will have a final maturity no earlier than the Maturity Date; (i) it shall not be guaranteed by any Subsidiary of the Borrower other than the Subsidiary Guarantors and (ii) it shall not be secured by any assets not constituting Collateral; (d) either (i) the Borrower shall certify that after giving effect to the incurrence of such Additional Secured Indebtedness, the Borrower’s Projected Debt Service Coverage Ratio is not less than 1.40x or (ii) two of the Rating Agencies (or one Rating Agency, if only one Rating Agency is then rating the Borrower’s long-term senior unsecured debt, the Loans under this Agreement, the Indentures or the corporate family of the Borrower) shall have assigned or reaffirmed an Investment Grade Rating of any of (w) the Borrower’s long-term senior unsecured debt, (x) the Loans under this Agreement, (y) the Indentures or (z) the Borrower’s corporate family or determined that the existing rating for any of the foregoing is not affected (in each case, after giving effect to the incurrence of such Additional Secured Indebtedness); (e) the rate of interest applicable to any such Additional Secured Indebtedness, and, the amortization schedule (subject to clause (b) above), 8.1(epricing and fees with respect thereto shall be determined by the Borrower and the respective lenders providing such Additional Secured Indebtedness; and (f) except as otherwise required or permitted in clauses (Involuntary Bankruptcy;a) through (e) above, all other terms of such Additional Secured Indebtedness shall not be materially more favorable (taken as a whole) to the lenders or the agent of such Additional Secured Indebtedness (except for provisions which apply after the Maturity Date, as the case may be), as determined by the Borrower in good faith (unless such terms are added to the terms of this Agreement). To the extent any Additional Secured Indebtedness is incurred pursuant to this Agreement, this Agreement and the other Financing Documents shall be amended to give effect to the Additional Secured Indebtedness by documentation executed by the lender or lenders making the commitments thereunder, the Senior Facility Agent and the Borrower, without the consent of any other Lender (including the Required Lenders).