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

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company may incur Indebtedness (including, without limitation, Acquired 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 2.00 to 1.00. The Company will not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or -------- ------- Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not and 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, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.00 2.25 to 1.00. The Company will not1.0 if such incurrence is on or prior to November 1, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing 2000 and 2.5 and 1.0 if such Indebtedness) incurrence is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Companythereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or -------- ------- Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not and 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, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.00 2.25 to 1.00. The Company will not1.0 if such incur- rence is on or prior to November 1, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing 2000 and 2.5 to 1.0 if such Indebtedness) incurrence is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Companythereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any Guarantor may incur Indebtedness (including, without limitation, Acquired 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 equal to or greater than 2.00 2.0 to 1.001.0 prior to August 1, 1999 and 2.25 to 1.0 thereafter. The Neither the Company will notnor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Companysubordinated.

Limitation on Incurrence of Additional Indebtedness. (1) The Company will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and 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, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.00 2.5 to 1.00. 1.0. (2) The Company and any Restricted Subsidiary that is a Guarantor will not, directly or indirectly, in any event not incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) that is expressly subordinated to any other senior Indebtedness of the Company or any such Guarantor unless such Indebtedness is also by its terms (or by expressly subordinated on the terms of any agreement governing such Indebtedness) made expressly subordinate same basis to the Notes to the same extent and in the same manner as or any such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the CompanyGuarantees.

Limitation on Incurrence of Additional Indebtedness. The Prior to the Effective Date, the Company will shall not incur any Indebtedness except the following: (1) the Securities in an aggregate principal amount not to exceed $200.0 million; and (2) Indebtedness of the Company that is not secured by a Lien on any assets, property or Capital Stock owned by the Company or any of its Subsidiaries, the proceeds of which Indebtedness are used solely for deposit (or the purchase of marketable direct obligations issued by the United States Government to be deposited) with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds to the Company of the issuance of the Securities, to enable the Company to make the Initial Deposit. From and after the Effective Date, the Company shall not, and will shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guaranteeenter into any guarantee of, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any Guarantor may incur Indebtedness (including, without limitation, Acquired 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 2.00 2.0 to 1.00. The Company will not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company1.0.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incurINCUR") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness, in each case 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 would have been greater than 2.00 2.0 to 1.00. The Company will not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company unless 1.0 if such Indebtedness is also by its terms (incurred on or by the terms of any agreement governing such Indebtedness) made expressly subordinate prior to the Notes June 15, 2002, or 2.25 to the same extent and in the same manner as 1.0 if such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Companyincurred thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); PROVIDED. Notwithstanding the foregoing, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on so long as such incurrence would not cause the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio to be less than 2.25 to 1.0 on the date of the Company is greater than 2.00 to 1.00such incurrence. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the CompanyCompany or such Guarantor.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and Restrictrd Subsidiaries which have provided a Guarantee may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company may incur Acquired Indebtedness, in each case 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 2.00 2.0 to 1.00. The Company will not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company1.0.

Limitation on Incurrence of Additional Indebtedness. The Company will (a) Issuer shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") incur any Indebtedness (other than Permitted Indebtedness); PROVIDEDprovided, HOWEVERhowever, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any 56 -49- such Indebtedness, the Company Issuer may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries may incur Acquired Indebtedness, in each case 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 2.00 (i) 2.0 to 1.00. The Company will 1.0 if such incurrence occurs on or prior to the third anniversary of the Issue Date and (ii) 2.25 to 1.0 if such incurrence occurs thereafter. (b) Notwithstanding the foregoing, Issuer shall not, directly or indirectlyand shall not permit any Guarantor to, in any event incur any Indebtedness which that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) is subordinated to any other Indebtedness of Issuer or of such Guarantor, as the Company case may be, unless such Indebtedness is also by its terms (or by the terms of any the agreement or instrument governing such Indebtedness) made expressly subordinate subordinated to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any such other Indebtedness of the CompanyIssuer or such Guarantor, as applicable.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries which are Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and 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, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.00 2.0 to 1.00. The Company will not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company1.0.