Common use of Indebtedness of a Person or Indebtedness Clause in Contracts

Indebtedness of a Person or Indebtedness. attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition or similar Investments permitted under Section 10.5; provided, that: (A) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation thereof; (B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries); (C) before and after giving effect to such assumption of Indebtedness, no Event of Default pursuant to Sections 11.1 or 11.5 shall have occurred or be continuing; (D) after giving effect to the assumption of any such Indebtedness, to such acquisition or investment and to any related Pro Forma Adjustment (including any Pro Forma Adjustment subsequent to the end of the Test Period and occurring on or prior to the date of such incurrence), the Borrower shall be in compliance with either (i) a minimum Interest Coverage Ratio as of the Test Period most recently ended on or prior to the assumption of such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence or issuance (and transaction) had occurred on the first day of such Test Period, of at least 2.00:1.00, calculated on a Pro Forma Basis, or (ii) an Interest Coverage Ratio, calculated on a Pro Forma Basis, that is no less than the Interest Coverage Ratio immediately prior to such Permitted Acquisition or Investments;

Indebtedness of a Person or Indebtedness. attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) Subsidiaries or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as the a result of a Permitted Acquisition or similar Investments other Investment permitted under Section 10.5; provided, provided that: (Aa) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation anticipation thereof; (Bb) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), (c) the Equity Interests of such Person are pledged to the Collateral Agent and such Person becomes a Guarantor in accordance with (and to the extent required by) Section 9.10; provided that the assets covered by such pledges and security interests may, at the option of the Borrower, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders (Cprovided that the requirements of this clause (c) before shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g) and after giving effect to such assumption of Indebtedness, no Event of Default pursuant to Sections 11.1 or 11.5 shall have occurred or be continuing; (Dd) immediately after giving effect to the assumption of any such Indebtedness, to such acquisition or investment and to any related Pro Forma Adjustment (including any Pro Forma Adjustment subsequent to the end of the Test Period and occurring on or prior to the date of such incurrence)transactions, the Borrower shall be in compliance on a pro forma basis with either (i) a minimum Interest Coverage the Leverage Ratio Covenant as of the Test Period last day of the most recently ended on or prior to the assumption of such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence or issuance (Test Period and transaction) had occurred on the first day of such Test Period, of at least 2.00:1.00, calculated on a Pro Forma Basis, or (ii) an Interest Coverage Ratio, calculated on a Pro Forma Basis, that is no less than the Interest Coverage Ratio immediately prior any Permitted Refinancing Indebtedness incurred to Refinance such Permitted Acquisition or InvestmentsIndebtedness;