Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Subsidiary to, create, incur, assume or issue, directly or indirectly, or guarantee or in any manner become, directly or indirectly, liable for or with respect to the payment of any Indebtedness, except for: (1) Indebtedness under the Debentures and this Indenture; (2) Indebtedness of the Company and any Subsidiary not otherwise referred to in this Section 1007 outstanding on the Issue Date and disclosed in writing to the Trustee; (3) Indebtedness (plus interest, premium, fees and other obligations associated therewith) that, immediately after giving pro forma effect to the incurrence thereof, does not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the Debentures.

Limitation on Additional Indebtedness. The Company Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume or issue, directly or indirectly, incur or guarantee or in suffer to exist any manner become, directly or indirectly, liable Indebtedness; provided that Borrower may incur: (a) Indebtedness under this Agreement; (b) unsecured Indebtedness owed to the Company; (c) Indebtedness representing obligations for or with respect to the payment of any Indebtednessmoney incurred in the ordinary course of business for goods or services rendered, except for: unsecured, not overdue (1) Indebtedness under the Debentures and this Indentureunless subject to a good faith dispute); (2d) Indebtedness secured by Liens of any of the Company types described under clauses (d), (h) and any Subsidiary not otherwise referred to in this Section 1007 outstanding on (m) of the Issue Date and disclosed in writing to the Trusteedefinition of Permitted Liens; (3e) Indebtedness (plus interest, premium, fees and other obligations associated therewith) that, immediately after giving pro forma effect in respect of Permitted Financings in connection with which Borrower may grant to the incurrence Permitted Financing Creditors a first priority security lien in Borrower’s right, title and interest in, to and under, any cash payment interest under the License Agreement that is in excess of Included Royalty Interest and the proceeds thereof, does not cause so long as (i) Lender’s security Interests in the ratio of Adjusted Total Liabilities relevant Collateral are pari passu with those granted to Consolidated Tangible Net Worth to exceed 7:1; or the Permitted Financing Creditors (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any proceeds released to Lender from the Disbursement Account shall be free and clear of any such deferralssecurity interest), renewals, extensions, replacements, refinancings, refundings, amendments, modifications and (ii) the applicable Permitted Financing Creditor (or supplements agent thereof) shall enter into a reasonably acceptable intercreditor agreement or similar agreement with Lender (it being agreed that an intercreditor agreement incorporating the terms set forth on Exhibit E shall be deemed reasonably acceptable); and (f) Indebtedness consisting of (i) shall not provide for any mandatory redemption, amortization the financing of insurance premiums with the providers of such insurance or sinking fund requirement in an amount greater than their affiliates or at a time prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premiumtake-or-pay obligations contained in supply agreements, if any) of the Indebtedness being renewedin each case, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the mannerordinary course of business. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if at allMARKED BY BRACKETS, that the Indebtedness being renewedHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, extended, replaced, refinanced or refunded is subordinated to the DebenturesAS AMENDED.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or issue, directly or indirectly, or guarantee or in incur any manner become, directly or indirectly, liable for or with respect Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the payment incurrence of any Indebtednesssuch Indebtedness and the receipt and application of the proceeds thereof, except for: (1) Indebtedness under the Debentures and this Indenture; (2) ratio of the total Indebtedness of the Company and any Subsidiary not otherwise referred its Restricted Subsidiaries, on a consolidated basis, to in this Section 1007 outstanding the Company's EBITDA (determined on a pro forma basis for the preceding four full fiscal quarters of the Company for which financial statements are available at the date of determination) is less than 7.0 to 1 if the Indebtedness is incurred prior to eighteen months from the Issue Date and disclosed in writing 6.5 to 1 if the Trustee; (3) Indebtedness (plus interestis incurred thereafter, premium, fees and other obligations associated therewith) that, immediately after determined by giving pro forma effect to the incurrence thereof, does not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four fiscal quarters; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (and all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the date of determination) as if such incurrence (and, if applicable, the application of proceeds), repayment and retirement occurred at the beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, the related acquisition as if such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four fiscal quarters, assuming such acquisition, disposition or repayment had been consummated on the first day of such four fiscal quarters, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Company and any of its Restricted Subsidiaries, may incur Permitted Indebtedness, as specified, provided, that the Company will not provide for incur any Permitted Indebtedness that ranks junior in right of payment to the Senior Notes that has a maturity or mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time payment prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) Stated Maturity of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the DebenturesSenior Notes.

Limitation on Additional Indebtedness. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, create, incur, assume or issue, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company or guarantee or in any manner becomeGuarantor may incur additional Indebtedness (including Acquired Indebtedness) if, directly or indirectlyafter giving effect thereto on the date of incurrence of such additional indebtedness, liable for or with respect the Consolidated Interest Coverage Ratio would be at least 2.25 to 1.00 (the payment of any Indebtedness, except for:"Coverage Ratio Exception"). (1b) Indebtedness under Notwithstanding clause (a) above, each of the Debentures and this Indenture;following shall be permitted ("Permitted Indebtedness"): (2i) Indebtedness of the Company and any Subsidiary Guarantor incurred under the New Credit Agreement and all other obligations in respect thereof in an aggregate amount at any time outstanding not otherwise referred to exceed $575.0 million, less mandatory permanent prepayments and permanent reductions made pursuant to Section 4.10 plus: (A) advances made pursuant to the New Credit Agreement to pay expenses of the lenders thereunder (including expenses accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in this the New Credit Agreement), whether or not a claim for post-filing or post-petition expenses is allowed in such proceeding), (B) advances made to protect or preserve the "Collateral" under the New Credit Agreement and the Loan Documents (as defined in the New Credit Agreement), (C) advances made to pay interest (including interest accruing under Section 1007 outstanding 2.6(c) of the New Credit Agreement (or a comparable section, as applicable) and interest accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in the New Credit Agreement), whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and (D) advances made pursuant to the New Credit Agreement to pay fees under the New Credit Agreement (including fees accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in the New Credit Agreement), whether or not a claim for post-filing or post-petition fees are allowed in such proceeding); (ii) the Notes issued on the Issue Date and disclosed in writing to the TrusteeNote Guarantees; (3iii) Indebtedness (plus interest, premium, fees of the Company and other obligations associated therewith) that, immediately after giving pro forma effect the Restricted Subsidiaries to the incurrence thereofextent outstanding on the Issue Date, does including, without limitation, Indebtedness of the Company under the Term Loan B Notes; (iv) (A) Purchase Money Indebtedness and Capitalized Lease Obligations (other than Capitalized Leases of the type set forth in clause (B) of this Section 4.09(b)(iv)) incurred after the Issue Date in an aggregate amount not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or$40,000,000, and (B) Capitalized Leases, to the extent such Capitalized Leases arise out of the treatment of any of the Synthetic Leases (including any refinancings, in whole or in part, thereof) as Capitalized Leases in accordance with the requirements of GAAP or are entered into for the purpose of acquiring Vehicles for use in the operations of the business of the Company and the Guarantors in the ordinary course; (4v) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation; provided, however, that with respect to Hedging Obligations related to interest rates (A) such Hedging Obligations relate to payment obligations on Indebtedness being deferredotherwise permitted to be incurred by this Agreement, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, and (iiB) shall the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount (plus accrued interest and prepayment premium, if any) of the Indebtedness to which such Hedging Obligations relate; (vi) Indebtedness of the Company owed to a Wholly-Owned Restricted Subsidiary and Indebtedness of any Guarantor owed to the Company or any Wholly-Owned Restricted Subsidiary; provided, however, that (A) with respect to Indebtedness of the Company, such Indebtedness shall be unsecured and contractually subordinated to the Company's obligations under the Notes; and (B) upon any such Wholly-Owned Restricted Subsidiary ceasing to be a Wholly-Owned Restricted Subsidiary or such Indebtedness being renewedowed to any Person other than the Company or a Guarantor, extendedthe Company or such Guarantor, replacedas applicable, refinanced shall be deemed to have incurred Indebtedness not permitted by this clause (vi); (vii) Indebtedness in respect of bid, performance or refunded surety bonds issued for the account of the Company or any Guarantor in the ordinary course of business, including guarantees or obligations of the Company or any Guarantor with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (viii) Indebtedness with respect to letters of credit issued by a party other than a lender under the New Credit Agreement and secured by cash collateral in an aggregate amount not to exceed $3,000,000 at any time; (ix) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (x) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception, clauses (i), (ii), (iii) or (iv) above or this clause (x); (xi) Indebtedness arising from Investments in PMSR, PM Preferred or any of its or their Affiliates owned by the Company or any of its Subsidiaries or SAC Holding under the Support Party Agreement; (xii) Indebtedness arising from the guarantee by the Company or any Guarantor of any Indebtedness of the Company or a Guarantor permitted to be incurred pursuant to this Agreement; and (xiii) Indebtedness, in addition to Indebtedness incurred pursuant to the foregoing clauses of this definition, with an aggregate principal face or stated amount (as applicable) at any time outstanding for all such Indebtedness incurred pursuant to this clause not in excess of $7.5 million. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xiii) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness incurred under the New Credit Agreement on the Issue Date shall be subordinated deemed to have been incurred under clause (i) above. Accrual of interest, accretion or amortization of original issue discount or the Debentures at least to the extent and payment of interest on any Indebtedness in the mannerform of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, if at allhowever, in each such case, that the Indebtedness being renewed, extended, replaced, refinanced or refunded amount thereof is subordinated to included in fixed charges of the DebenturesCompany as accrued.

Limitation on Additional Indebtedness. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, create, incur, assume or issue, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company or guarantee or in any manner becomeGuarantor may incur additional Indebtedness (including Acquired Indebtedness) if, directly or indirectlyafter giving effect thereto on the date of incurrence of such additional indebtedness, liable for or with respect the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the payment of any Indebtedness, except for:"Coverage Ratio Exception"). (1b) Indebtedness under Notwithstanding clause (a) above, each of the Debentures and this Indenture;following shall be permitted ("Permitted Indebtedness"): (2i) Indebtedness of the Company and any Subsidiary Guarantor incurred under the New Credit Agreement in an aggregate amount at any time outstanding not otherwise referred to exceed $575.0 million, less mandatory permanent prepayments and permanent reductions made pursuant to Section 4.10 plus: (A) advances made pursuant to the New Credit Agreement to pay expenses of the lenders thereunder (including expenses accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in this the New Credit Agreement), whether or not a claim for post-filing or post-petition expenses is allowed in such proceeding), (B) advances made to protect or preserve the "Collateral" under the New Credit Agreement, (C) advances made to pay interest (including interest accruing under Section 1007 outstanding 2.6(c) of the New Credit Agreement and interest accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in the New Credit Agreement), whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and (D) advances made pursuant to the New Credit Agreement to pay fees under the New Credit Agreement (including fees accruing after the commencement of any Insolvency or Liquidation Proceeding (as defined in the New Credit Agreement), whether or not a claim for post-filing or post-petition fees are allowed in such proceeding); (ii) the Notes issued on the Issue Date and disclosed in writing to the TrusteeNote Guarantees; (3iii) Indebtedness (plus interest, premium, fees of the Company and other obligations associated therewith) that, immediately after giving pro forma effect the Restricted Subsidiaries to the incurrence thereofextent outstanding on the Issue Date, does including, without limitation, Indebtedness of the Company under the Term Loan B Notes; (iv) (A) Purchase Money Indebtedness and Capitalized Lease Obligations (other than Capitalized Leases of the type set forth in clause (B) of this Section 4.09(b)(iv)) incurred after the Issue Date in an aggregate amount not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or$40,000,000, and (B) Capitalized Leases, to the extent such Capitalized Leases arise out of the treatment of any of the Synthetic Leases (including any refinancings, in whole or in part, thereof) as Capitalized Leases in accordance with the requirements of GAAP or are entered into for the purpose of acquiring Vehicles for use in the operations of the business of the Company and the Guarantors in the ordinary course; (4v) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation; provided, however, that with respect to Hedging Obligations related to interest rates (A) such Hedging Obligations relate to payment obligations on Indebtedness being deferredotherwise permitted to be incurred by this Agreement, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, and (iiB) shall the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount (plus accrued interest and prepayment premium, if any) of the Indebtedness to which such Hedging Obligations relate; (vi) Indebtedness of the Company owed to a Wholly-Owned Restricted Subsidiary and Indebtedness of any Guarantor owed to the Company or any Wholly-Owned Restricted Subsidiary; provided, however, that (A) with respect to Indebtedness of the Company, such Indebtedness shall be unsecured and contractually subordinated to the Company's obligations under the Notes; and (B) upon any such Wholly-Owned Restricted Subsidiary ceasing to be a Wholly-Owned Restricted Subsidiary or such Indebtedness being renewedowed to any Person other than the Company or a Guarantor, extendedthe Company or such Guarantor, replacedas applicable, refinanced shall be deemed to have incurred Indebtedness not permitted by this clause (vi); (vii) Indebtedness in respect of bid, performance or refunded surety bonds issued for the account of the Company or any Guarantor in the ordinary course of business, including guarantees or obligations of the Company or any Guarantor with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (viii) Indebtedness with respect to letters of credit issued by a party other than ▇▇▇▇▇ Fargo Foothill, Inc. and secured by cash collateral in an aggregate amount not to exceed $3,000,000 at any time; (ix) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (x) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception, clauses (i), (ii), (iii) or (iv) above or this clause (x); (xi) Indebtedness arising from Investments in PM Preferred or any of its Affiliates owned by the Company or any of its Subsidiaries or SAC Holding under the Support Party Agreement; (xii) Indebtedness arising from the guarantee by the Company or any Guarantor of any Indebtedness of the Company or a Guarantor permitted to be incurred pursuant to this Agreement; and (xiii) Indebtedness, in addition to Indebtedness incurred pursuant to the foregoing clauses of this definition, with an aggregate principal face or stated amount (as applicable) at any time outstanding for all such Indebtedness incurred pursuant to this clause not in excess of $7.5 million. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xiii) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness incurred under the New Credit Agreement on the Issue Date shall be subordinated deemed to have been incurred under clause (i) above. Accrual of interest, accretion or amortization of original issue discount or the Debentures at least to the extent and payment of interest on any Indebtedness in the mannerform of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, if at allhowever, in each such case, that the Indebtedness being renewed, extended, replaced, refinanced or refunded amount thereof is subordinated to included in fixed charges of the DebenturesCompany as accrued.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or issue, directly or indirectly, or guarantee or in incur any manner become, directly or indirectly, liable for or with respect Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the payment incurrence of any Indebtednesssuch Indebtedness and the receipt and application of the proceeds thereof, except for: (1) Indebtedness under the Debentures and this Indenture; (2) ratio of the total Indebtedness of the Company and any Subsidiary not otherwise referred its Restricted Subsidiaries, on a consolidated basis, to in this Section 1007 outstanding the Company's EBITDA (determined on a pro forma basis for the preceding four full fiscal quarters of the Company for which financial statements are available at the date of determination) is less than 7.0 to 1 if the Indebtedness is incurred prior to eighteen months from the Issue Date and disclosed in writing 6.5 to 1 if the Trustee; (3) Indebtedness (plus interestis incurred thereafter, premium, fees and other obligations associated therewith) that, immediately after determined by giving pro forma effect to (i) the incurrence thereofof such Indebtedness and (if applicable) the application of the net proceeds therefrom, does not cause including to refinance other Indebtedness, as if such Indebtedness was incurred, and the ratio application of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1such proceeds occurred, at the beginning of such four fiscal quarters; or (4ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (and all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the date of determination) as if such incurrence (and, if applicable, the application of proceeds), repayment and retirement occurred at the beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, the related acquisition as if such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any deferrals, renewals, extensions, replacements, refinancings acquisition or refundings ofdisposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, or amendmentsany related repayment of Indebtedness, modifications in each case since the first day of such four fiscal quarters, assuming such acquisition, disposition or supplements torepayment had been consummated on the first day of such four fiscal quarters, Indebtedness incurred under clause and (2b) no Default or clause (3) aboveEvent of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, whether involving the same or Company and any other lender or creditor or group of lenders or creditorsits Restricted Subsidiaries, may incur Permitted Indebtedness, as specified, provided that the Company will not incur any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications Permitted Indebtedness that ranks junior in right of payment to the Senior Notes that has a maturity or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time payment prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) Stated Maturity of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the DebenturesSenior Notes.

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Subsidiary to, create, incur, assume or issue, directly or indirectly, or guarantee or in any manner become, directly or indirectly, liable for or with respect to the payment of any Indebtedness, except for: (1) Indebtedness under the Debentures and this Indenture; (2) Indebtedness of the Company and any Subsidiary not otherwise referred to in this Section 1007 outstanding on the Issue Date and disclosed in writing to the TrusteeDate; (3) Indebtedness (plus interest, premium, fees and other obligations associated therewith) that, immediately after giving pro forma PRO FORMA effect to the incurrence thereof, (i) does not cause the ratio of Adjusted the sum of the Long Term debt portion of the Capitalized Lease Obligations plus Long-Term Debt to Consolidated Tangible Net Worth to exceed 2.75:1 and (ii) does not cause the ratio of Total Liabilities to Consolidated Tangible Net Worth to exceed 7:15:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause clauses (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the DebenturesDebenture.

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Subsidiary to, create, incur, assume or issue, directly or indirectly, or guarantee or in any manner become, directly or indirectly, liable for or with respect to the payment of any Indebtedness, except for: (1) Indebtedness under the Debentures and this Indenture; (2) Indebtedness of the Company and any Subsidiary not otherwise referred to in this Section 1007 outstanding on the Issue Date and disclosed in writing to the Trustee; (3) Indebtedness (plus interest, premium, fees and other obligations associated therewith) that, immediately after giving pro forma PRO FORMA effect to the incurrence thereof, does not cause the ratio of Adjusted Total Liabilities to Adjusted Consolidated Tangible Net Worth to exceed 7:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the Debentures.

Limitation on Additional Indebtedness. (a) The Company shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or issue, directly or indirectly, or guarantee or in incur any manner become, directly or indirectly, liable for or with respect Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the payment incurrence of any Indebtednesssuch Indebtedness and the receipt and application of the proceeds thereof, except for: (1) Indebtedness under the Debentures and this Indenture; (2) ratio of the total Indebtedness of the Company and any Subsidiary not otherwise referred its Restricted Subsidiaries, on a consolidated basis, to in this Section 1007 outstanding the Company's EBITDA (determined on a pro forma basis for the Issue preceding four full fiscal quarters of the Company for which financial statements are available at the date of determination) is less than 7.0 to 1 if the Indebtedness is incurred prior to eighteen months from the Operative Date and disclosed in writing 6.5 to 1 if the Trustee; (3) Indebtedness (plus interestis incurred thereafter, premium, fees and other obligations associated therewith) that, immediately after determined by giving pro forma effect to the incurrence thereof, does not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings of, or amendments, modifications or supplements to, Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four fiscal quarters; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (and all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the date of determination) as if such incurrence (and, if applicable, the application of proceeds), repayment and retirement occurred at the beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, the related acquisition as if such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four fiscal quarters, assuming such acquisition, disposition or repayment had been consummated on the first day of such four fiscal quarters, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. (b) Notwithstanding the foregoing, the Company and any of its Restricted Subsidiaries, may incur Permitted Indebtedness, as specified, provided, that the Company will not provide for incur any Permitted Indebtedness that ranks junior in right of payment to the Securities that has a maturity or mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time payment prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented, (ii) shall not exceed the principal amount (plus accrued interest and prepayment premium, if any) Stated Maturity of the Indebtedness being renewed, extended, replaced, refinanced or refunded and (iii) shall be subordinated to the Debentures at least to the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the DebenturesSecurities.

Limitation on Additional Indebtedness. The Until the Full Payment Triggering Date, the Company shall not, and shall not permit any Subsidiary todirectly or indirectly, create, incur, assume or issue, assume, guarantee or otherwise become directly or indirectly, or guarantee or in any manner become, directly or indirectly, indirectly liable for or with respect to the payment of of, contingently or otherwise (collectively, "Incur"), any Indebtedness, except for: . The foregoing limitation of this Section 4.7 shall not apply to: (1) Indebtedness under the Debentures and this Indenture; (2i) Indebtedness of the Company and any Subsidiary not otherwise referred under this Indenture or represented by the Notes; (ii) Indebtedness of the Company specifically contemplated by the Plan to in this Section 1007 be outstanding on the Issue Effective Date and disclosed in writing to the Trustee; as listed on Schedule I hereto; (3iii) Indebtedness of the Company that constitutes a Capital Infusion in respect of which the Company has not defaulted in its obligations under Section 3.7 or 4.17 hereof; (plus interest, premium, fees and other obligations associated therewithiv) that, immediately after giving pro forma effect to Indebtedness of the incurrence thereof, does not cause the ratio of Adjusted Total Liabilities to Consolidated Tangible Net Worth to exceed 7:1; or (4) any deferrals, renewals, extensions, replacements, refinancings or refundings ofCompany Incurred in exchange for, or amendmentsthe proceeds of which are used to extend, modifications refinance, renew, replace, substitute or supplements torefund (collectively, "Refinance"), Indebtedness incurred under clause (2) or clause (3) above, whether involving the same or any other lender or creditor or group of lenders or creditors, provided that any such deferrals, renewals, extensions, replacements, refinancings, refundings, amendments, modifications or supplements permitted by clauses (i) shall not provide for any mandatory redemption, amortization or sinking fund requirement in an amount greater than or at a time prior to the amounts and times specified in the Indebtedness being deferred, renewed, extended, replaced, refinanced, refunded, amended, modified or supplemented), (ii) or (iii) of this Section 4.7 (the "Refinancing Indebtedness"); provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the then outstanding principal amount of the Indebtedness of the Company so extended, refinanced, renewed, replaced, substituted or refunded (plus accrued including the reasonable out-of-pocket costs of issuance, any interest and accrued expenses owing in respect of such Refinanced Indebtedness, in each case accrued from the first day of the month in which such refinancing occurs, and any prepayment premiumpremium owing in respect of such Refinanced Indebtedness), if any(B) such Refinancing Indebtedness ranks, relative to the Notes, no more senior than the Indebtedness being Refinanced thereby, (C) such Refinancing Indebtedness bears interest at or below a market rate, (D) such Refinancing Indebtedness shall not be secured by any Lien on any property of the Company except to the extent that there is a Lien on such property as security for the Indebtedness being Refinanced, and (E) such Refinancing Indebtedness (1) shall have an Average Life not less than and a stated maturity (including any extensions available at the option of the Company) not earlier than, the Average Life and stated maturity (including any extensions available at the option of the Company), respectively, of the Indebtedness being renewed, extended, replaced, refinanced Refinanced or refunded and (iii2) shall be subordinated not have a scheduled maturity (including any extensions available at the option of the Company), principal repayment, sinking fund payment or mandatory redemption on or prior to the Debentures at least to maturity of the extent and in the manner, if at all, that the Indebtedness being renewed, extended, replaced, refinanced or refunded is subordinated to the Debentures.Notes;