Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); providedPROVIDED, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma PRO FORMA effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1, in the case of any such incurrence on or before June 30, 2001, or less than or equal to 5 to 1, in the case of any such incurrence thereafter. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will shall not, and will shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, Guarantee guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (iA)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to June 1, 2001 or 5.0 to 1.0 if such Indebtedness is incurred on or after June 1, 2001 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after June 1, 2003, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to EBITDA Ratio Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be less greater than or equal to 6 4.0 to 1. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting meets the criteria of more than one or more items of Permitted Indebtednessthe types of Indebtedness permitted by this covenant, the Company may, in its sole discretion, discretion shall classify and divide such item of Indebtedness among more than and only be required to include the amount of such Indebtedness as one of such items of Permitted Indebtednesstypes.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, issue, Guarantee guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 5 to 1. Indebtedness of any Person or any of its Subsidiaries person existing at the time such Person person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will not(a) Neither the Issuer nor Holdings will, and the Issuer will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively, to "incur"as defined) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness . (including Acquired Indebtedness to b) Notwithstanding the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefromforegoing Section 4.06(a), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or any of its Issuer, Holdings and the Issuer’s Restricted Subsidiaries existing at the time such Person becomes a Restricted Subsidiary may incur Permitted Indebtedness. (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiaryc) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.114.06, in the event that an item of proposed Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted IndebtednessIndebtedness as of the date of incurrence thereof, the Company mayIssuer shall, in its sole discretion, classify and divide or reclassify such item of Indebtedness among more than one in any manner that complies with this Section 4.06. (d) Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed an issuance of Disqualified Capital Stock. (e) Neither the Issuer nor Holdings will, and the Issuer will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur, contingently or otherwise, any Indebtedness that is subordinated to any other Indebtedness of the Issuer or any of the Guarantors, as the case may be, unless such Indebtedness is by its terms made expressly subordinated to the Notes or the Guarantee of such items Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Permitted Indebtednessthe Issuer or such Guarantor, as the case may be.

Limitation on Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively, to "incur"as defined) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness . (including Acquired Indebtedness to b) Notwithstanding the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefromforegoing Section 4.06(a), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or any of Company and its Restricted Subsidiaries existing at the time such Person becomes a Restricted Subsidiary may incur Permitted Indebtedness. (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiaryc) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.114.06, in the event that an item of proposed Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted IndebtednessIndebtedness as of the date of incurrence thereof, the Company mayshall, in its sole discretion, classify and divide or reclassify such item of Indebtedness among more than one in any manner that complies with this Section 4.06. (d) Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed an issuance of Disqualified Capital Stock. (e) The Company will not, and will not permit any of the Guarantors to, directly or indirectly, incur, contingently or otherwise, any Indebtedness that is subordinated to any other Indebtedness of the Company or any of the Guarantors, as the case may be, unless such Indebtedness is by its terms made expressly subordinated to the Notes or the Guarantee of such items Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Permitted Indebtednessthe Company or such Guarantor, as the case may be.

Limitation on Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively, to "incur"as defined) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, provided that (i) the Company will be permitted to or any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, if after giving pro forma effect to the incurrence of such incurrence (including Indebtedness and the receipt and application of the net proceeds therefrom)thereof, the Indebtedness to EBITDA Company’s Consolidated Fixed Charge Coverage Ratio would be less than or equal to 6 is at least 2:00 to 1. Indebtedness of any Person or any of its Subsidiaries existing at . (b) Notwithstanding the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with foregoing, the Company or any and the Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with Subsidiaries may incur Permitted Indebtedness; provided that the Company may not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes. (c) Notwithstanding any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes other provision of determining compliance with this Section 10.114.10, in the event that an item of Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted IndebtednessIndebtedness or is otherwise entitled to be incurred pursuant to this Section 4.10, the Company may, in its sole discretion, classify and divide (or reclassify) such item of Indebtedness among more than one of in any manner that complies with this Section 4.10 and such items of Indebtedness will be treated as having been incurred pursuant to only one of the categories of Permitted IndebtednessIndebtedness or pursuant to the first paragraph hereof. Accrual of interest or accretion of accreted value shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively, to "incur"as defined herein) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute ) other than Permitted Indebtedness); provided, however, that (i) the Company will be permitted to or its Subsidiaries may incur Indebtedness (including Acquired Indebtedness) (a) if (i) after giving effect on a pro forma basis to the incurrence of such Indebtedness and to the extent set forth in the definition of Consolidated Fixed Charge Coverage Ratio the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio would be greater than 1:4 to 1; and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application consequence of the net proceeds therefrom)incurrence of such Indebtedness and (b) in connection with a Permitted Mortgage Financing. The Company will not, the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or and will not permit any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that by its terms (or by the terms of any agreement governing such Indebtedness) is merged into or consolidated with expressly made subordinate to any other Indebtedness of the Company or any Restricted Subsidiary), whether or not Subsidiary unless such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary is also expressly by its terms (or being merged into or consolidated with by the terms of any agreement governing such Indebtedness) subordinated to the same extent and in the same manner to the Senior Notes; provided, however, that no Indebtedness of the Company shall be deemed to be subordinated to any other Indebtedness of the Company or any Restricted Subsidiary) shall be deemed incurred at the time Subsidiary solely because such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of other Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtednessis secured.

Limitation on Additional Indebtedness. (A) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively, to "incur"as defined) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, PROVIDED that (i) the Company will be permitted to or any of the Guarantors may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1. (B) Notwithstanding the foregoing clause (A), the Company and its Restricted Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Company will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes. Notwithstanding any other provision of this Section 4.10, (i) the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted IndebtednessIndebtedness or is otherwise entitled to be incurred pursuant to this Section 4.10, the Company may, in its sole discretion, classify and divide (or reclassify) such item of Indebtedness among more than in any manner that complies with this Section 4.10 and such items of Indebtedness will be treated as having been incurred pursuant to only one of such items clauses or pursuant to the first paragraph hereof. Accrual of Permitted Indebtednessinterest or accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10.