Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or otherwise become liable for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and other than as provided in paragraph (b) below. (b) Notwithstanding the foregoing, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness and immediately after giving effect to the incurrence of such Indebtedness and the repayment, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or otherwise become liable for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and other than as provided in paragraph (b) below. (b) Notwithstanding the foregoing, the Company Parent Guarantor or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness and immediately after giving effect to the incurrence of such Indebtedness and the repayment, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company Parent Guarantor is greater than 1.5 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness); provided, however, if no -------- ------- Default or Event of Default shall have occurred and other than be continuing at the time of or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand Restricted Subsidiaries of the Company which are not Guarantors may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or otherwise become liable for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and other than as provided in paragraph (b) below. (b) Notwithstanding the foregoing, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness and immediately after giving effect to the incurrence of such Indebtedness and the repayment, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Non-Funding Debt to Equity Ratio of the Company and its Subsidiaries is not greater than 1.5 1.00 to 1.01.00; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Subsidiaries toRestricted Subsidiaries, directly or indirectly, createto issue, incur, assume, guarantee guarantee, become liable, contingently or otherwise, with respect to or otherwise become liable responsible for the payment of (collectively, “"incur”") any Indebtedness (includingIndebtedness; provided, without limitationhowever, Acquired Indebtedness) other than Permitted Indebtedness and other than as provided in paragraph (b) below. (b) Notwithstanding the foregoing, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness and immediately after giving effect to the incurrence of such Indebtedness and the repayment, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 to 1.0; and (2) that if no Default or Event of Default shall have occurred and be continuing at the time or would occur as a consequence of incurring the incurrence of such Indebtedness, the Company or its Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving effect to such incurrence and the application of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated EBITDA Coverage Ratio would have been at least 2.25 to 1.0; or (ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of Indebtedness of the Company and its Restricted Subsidiaries. (b) Notwithstanding the foregoing, if 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, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness ----- (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness); provided, however, that if no Default or -------- ------- Event of Default shall have occurred and other than be continuing at the time of or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of its Subsidiaries the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand Restricted Subsidiaries of the Company may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 1.75 to 1.0; and (2) no Default 1.0 if such incurrence is on or Event of Default shall have occurred prior to December 31, 1999 and be continuing or would occur as a consequence of incurring 2.0 to 1.0 if such Indebtednessincurrence is thereafter.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and other than be continuing at the time or as provided in paragraph a consequence of the incurrence of any such Indebtedness, (bi) below. (b) Notwithstanding the foregoing, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 or equal to 2.0 to 1.0 and (ii) any Restricted Subsidiary of the Company may incur Indebtedness if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than or equal to 2.5 to 1.0; and (2) no Default or Event and provided, further, that accrual of Default interest, the accretion of accreted value and the payment of interest in the form of additional interest shall have occurred and not be continuing or would occur as a consequence deemed an incurrence of incurring such IndebtednessIndebtedness for purposes of this Section 4.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than ----- Permitted Indebtedness Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and other than be continuing at the time of or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of its Subsidiaries and the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 2.0 to 1.0; and (2) no Default 1.0 if such Indebtedness is incurred on or Event of Default shall have occurred before May 15, 2003 and be continuing or would occur as a consequence of incurring 2.25 to 1.0 if such IndebtednessIndebtedness is incurred thereafter.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness) and other than the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand Restricted Subsidiaries of the Company may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness and immediately or issuance of such Preferred Stock, after giving effect to the incurrence of such Indebtedness and the repaymentor issuance of such Preferred Stock, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is would have been greater than 1.5 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (includingother than Permitted Indebtedness); provided, however, that if no -------- ------- Default or Event of Default shall have occurred and be continu- ing at the time or as a consequence of the incurrence of any such Indebtedness, the Company may incur Indebtedness (includ- ing, without limitation, Acquired Indebtedness) other than Permitted Indebtedness and other than as provided in paragraph (b) below. (b) Notwithstanding the foregoing, Restricted Subsidiaries of the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and other than be continuing at the time or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand Restricted Subsidiaries of the Company may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness and the repaymentthereof, repurchase, defeasance, redemption or other discharge of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurred, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become liable responsible for payment of (collectively, “"incur”") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and other than be continuing at the time of or as provided in paragraph (b) below. (b) Notwithstanding a consequence of the foregoingincurrence of any such Indebtedness, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) ifand Restricted Subsidiaries of the Company may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness and immediately Indebtedness, after giving effect to the incurrence of such Indebtedness thereof and the repayment, repurchase, defeasance, redemption or other discharge application of any other Indebtedness with the proceeds of the Indebtedness being so incurred or in connection with the transactions pursuant to which such Indebtedness is being incurredtherefrom, on a pro forma basis: (1) the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.5 2.0 to 1.0; and (2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of incurring such Indebtedness.