Common use of Limitation on Indebtedness and Preferred Stock Clause in Contracts

Limitation on Indebtedness and Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one time;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 4.07(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.0 billion or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 2.50 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater greatest of (i) $1,000.0 million or 250.0 million, (ii) 115% of the sum Borrowing Base in effect at the time of Incurrence and (iii) $500.0 100.0 million and 25.0plus 35% of the Company’s Adjusted Consolidated Net Tangible Assets Modified ACNTA determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 2.5 billion or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one time;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 5.07(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.5 billion or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) ), and the Company will shall not permit any of its Restricted Subsidiaries Subsidiary to issue Preferred Stock; provided, however, provided that the Company may Incur Indebtedness (including Acquired Indebtedness), and any of the Restricted Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) and issue Preferred Stock if if, on the date thereof: of such Incurrence, and after giving pro forma effect thereto, (1i) no Default or Event of Default shall have occurred and be continuing or would occur and (ii) the Consolidated Cash Flow Coverage Ratio for the Company and its Restricted Subsidiaries most recently ended four full fiscal quarters for which financial information is at least 2.25 available to 1.00, holders immediately preceding the date on which such additional Indebtedness is Incurred would have exceeded 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of proceedsthe net proceeds therefrom); and (2) no Default would occur , as a consequence ofif the additional Indebtedness had been incurred, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and had occurred at the beginning of such four-quarter period. (b) Section 10.13(a) shall not apply to: (i) Indebtedness Incurred pursuant to a Credit Facility not to exceed in outstanding principal amount (A) the greater of (1) $1,775.0 million at any Foreign time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and its Restricted Subsidiaries and (y) 50% of the consolidated book value of the inventory of the Company and its Restricted Subsidiaries, in each case determined on a pro forma basis in accordance with GAAP plus (B) an additional amount such that, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom, the Consolidated Senior Secured Net Debt Ratio (before giving effect to any amount incurred simultaneously under clause (A) above)) would be less than or equal to 2.75 to 1.00; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this clause (i), all Indebtedness Incurred under this clause (i) (whether secured or unsecured) shall be included in the numerator used in the calculation of the Consolidated Senior Secured Net Debt Ratio; (ii) Indebtedness of the Company owed to and held by a Restricted Subsidiary or Indebtedness or Preferred Stock of a Restricted Subsidiary issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary, or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) the Notes (other than Additional Notes); (iv) Acquired Indebtedness of any Restricted Subsidiary or any Indebtedness incurred to finance acquisitions; provided, however, that after giving effect to such Incurrence and merger, consolidation or acquisition, if more than $200.0 million of Acquired Indebtedness of any Restricted Subsidiary or Indebtedness Incurred to finance acquisitions is at any time outstanding under this clause (iv): (A) the Company could incur $1.00 of Indebtedness pursuant to paragraph (a) above, (B) the Consolidated Cash Flow Coverage Ratio of the Company would be greater than immediately prior to such merger, consolidation or acquisition of assets giving rise to the Incurrence of such Indebtedness or (C) the Consolidated Total Net Debt Ratio would be less than or equal to 3.75 to 1.00; (v) Indebtedness or, in the case of a Restricted Subsidiary, Preferred Stock (other than Indebtedness or, in the case of a Restricted Subsidiary, Preferred Stock described in clause (i), (ii), or (iii) above) outstanding on the Issue Date (including the Existing Notes and the Guarantees in respect of the Existing Notes); (vi) any Refinancing Indebtedness in respect of Indebtedness or, in the case of a Restricted Subsidiary, Preferred Stock Incurred pursuant to paragraph (a) or referred to in clause (iii), (iv) or (v) or this clause (vi) of this paragraph (b); provided, however, no Refinancing Indebtedness shall be permitted to be incurred pursuant to this clause (1vi) in respect of Existing Notes (or the Guarantees in respect thereof); (vii) Obligations of the Company or a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Company or such Restricted Subsidiary that is permitted by the terms of this Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures of the Company or such Restricted Subsidiary and (C) commodity agreements of the Company or such Restricted Subsidiary to the extent designed to protect the Company or such Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (viii) Indebtedness of the Company or any Restricted Subsidiary consisting of Obligations in respect of indemnification, purchase price adjustments, earnouts or similar obligations Incurred or assumed, in each case, in connection with the acquisition or disposition of assets by the Company or any Restricted Subsidiary permitted under this Indenture; (ix) Finance Lease Obligations, mortgage financings, Purchase Money Indebtedness and Acquired Indebtedness; provided, however, that at the time of such Incurrence, creation or assumption and immediately after giving effect thereto (A) the aggregate principal amount of Finance Lease Obligations, mortgage financings, Purchase Money Indebtedness and Acquired Indebtedness Incurred, created or assumed pursuant to this clause (ix) does not exceed the greater of (x) $200.0 million and (y) 8.0% of Consolidated Tangible Assets as of the date of such Incurrence, creation or assumption or (B) the Consolidated Total Net Debt Ratio is less than or equal to 3.75 to 1.00; (x) performance bonds, appeal and surety bonds, completion guarantees insurance obligations or bonds and other similar bonds or obligations incurred by the Company or a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) (A) Indebtedness in respect of Retained Recourse Equipment Loans so long as the Retained Recourse Amount does not exceed $500.0 million at any time and (B) Floor Plan Guarantees; (xii) Indebtedness resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (xiii) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to one or more collateral agents under Credit Facilities mortgagee title insurance policies; (xiv) other Indebtedness and Preferred Stock; provided, however, that at the time of such Incurrence, creation or assumption and immediately after giving effect thereto (A) the aggregate principal amount or liquidation preference, as applicable, of such other Indebtedness and Preferred Stock of the Company and its Restricted Subsidiaries Incurred, created or assumed pursuant to this clause (xiv) and then outstanding does not exceed the greater of (x) $300.0 million and (y) 12.0% of Consolidated Tangible Assets as of the date of such Incurrence, creation or assumption or (B) the Consolidated Total Net Debt Ratio is less than or equal to 3.75 to 1.00; (xv) Indebtedness of Foreign Subsidiaries of the Company (A) in an aggregate amount not to exceed at any one time outstanding and together with any other Indebtedness Incurred under this clause (xv) the greater of (x) $50.0 million300.0 million and (y) 12.0% of Consolidated Tangible Assets of Foreign Subsidiaries or (B) Incurred to finance working capital or for other operational purposes of such Foreign Subsidiary, including capital expenditures and acquisitions; (xvi) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourse to the Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); (xvii) Indebtedness consisting of (A) financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xviii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 10.13; provided, however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee thereof Incurred pursuant to this Section 10.13(b)(xviii) shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (xix) Indebtedness Incurred by the Company or any Restricted Subsidiary (x) in respect of any bankers’ acceptance, bank guarantees, discounted ▇▇▇▇ of exchange or the discounting or factoring of receivables, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business and (y) constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, leases, litigation and appeals thereof, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, environmental and other permits or licenses from governmental authorities and other letters of credit in connection with transactions in the ordinary course of business; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (xx) Indebtedness Incurred by an Equipment Subsidiary in a Qualified Equipment Financing that is not with recourse to the Company or any Restricted Subsidiary other than an Equipment Subsidiary (except for Standard Securitization Undertakings); (xxi) Indebtedness arising from (i) Bank Products and (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that in the case of this clause (ii) such Indebtedness is extinguished within ten Business Days of its Incurrence; (xxii) guarantees (a) Incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under this Indenture; (xxiii) Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company or any direct or indirect parent company of the Company to the extent described in Section 10.10(b)(iii); provided, however, such Indebtedness incurred pursuant to this clause (xxiii) is subordinated in right of payment to the Company’s Obligations with respect to this Indenture; (xxiv) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries; (xxv) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; and (xxvi) Cash Management Services Incurred not for speculative purposes. (c) Except to the extent that such Indebtedness is permitted to be Incurred pursuant to Section 10.13(a), the Company shall not Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this Section 10.13, in the event that an item of Indebtedness meets the criteria of more than one of the types of permitted Indebtedness set forth in Section 10.13(b)(i) through (b)(xxvi) or is entitled to be Incurred pursuant to Section 10.13(a), the Company, in its sole discretion, will be entitled to classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness or Preferred Stock (or any portion thereof) in any manner that complies with this Section 10.13; provided, however, that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to Section 10.13(b)(i) and the Company shall not be permitted to reclassify all or any portion of such Indebtedness under the Credit Agreement outstanding on the Issue Date. The Company shall be required to include the amount and type of any Indebtedness or Preferred Stock (or any portion thereof) in one or more of clauses (i) through (xxvi) of Section 10.13(b). At the time of Incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 10.13(a) and (b) without giving pro forma effect to the Incurrence on the same date of any Indebtedness pursuant to Section 10.13(b) when calculating the amount of Indebtedness that may be Incurred pursuant to Section 10.13(a). To the extent any item of Indebtedness that is Guaranteed or secured by a Lien is reclassified, each of the Incurrence of the Indebtedness upon reclassification, the Incurrence of the Guarantee of such Indebtedness upon reclassification and the Incurrence of the Lien upon reclassification must be permitted under this Indenture in order for the Company to make such reclassification. (e) For purposes of determining amounts of Indebtedness under Section 10.13, Indebtedness resulting from security interests granted with respect to Indebtedness otherwise included in the determination of Indebtedness, and Guarantees (and security interests with respect thereof) of, or obligations with respect to letters of credit supporting, Indebtedness otherwise included in the determination of Indebtedness shall not be included in the determination of Indebtedness. (f) Indebtedness of any Person that is outstanding at the time such Person becomes a Restricted Subsidiary of the Company (including upon designation of any one time;subsidiary or other person as a Restricted Subsidiary) or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Restricted Subsidiary of the Company or merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company, as applicable. (g) For purposes of determining compliance with this Section 10.13, the Incurrence of Indebtedness with respect to keepwell or other comfort letter arrangements or agreements given by the Company for the benefit of Unrestricted Subsidiaries shall be deemed to be an Incurrence of Indebtedness at such time as the amount of the obligation of the Company thereunder is quantifiable. (h) The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness or Preferred Stock will not be deemed to be an Incurrence of Indebtedness or Preferred Stock for purposes of this Section 10.13. (i) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be ca

Limitation on Indebtedness and Preferred Stock. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) ), and the Company will shall not permit any of its Restricted Subsidiaries Subsidiary to issue Preferred Stock; provided, however, provided that the Company may Incur Indebtedness (including Acquired Indebtedness), and any of the Restricted Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) and issue Preferred Stock if if, on the date thereof: of such Incurrence, and after giving pro forma effect thereto, (1i) no Default or Event of Default shall have occurred and be continuing or would occur and (ii) the Consolidated Cash Flow Coverage Ratio for the Company and its Restricted Subsidiaries most recently ended four full fiscal quarters for which financial information is at least 2.25 available to 1.00, holders immediately preceding the date on which such additional Indebtedness is Incurred would have exceeded 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of proceedsthe net proceeds therefrom); and, as if the additional Indebtedness had been incurred, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period. (2b) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will 10.13(a) shall not prohibit the Incurrence of the following Indebtednessapply to: (1i) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) a Credit Facility in an aggregate outstanding principal amount not to exceed (A) the greater of (1) $2,050.0 million at any time outstanding and (2) the sum of (x) 80.0% of the consolidated book value of the net accounts receivable of the Company and its Restricted Subsidiaries and (y) 50.0% of the consolidated book value of the inventory of the Company and its Restricted Subsidiaries, in each case determined on a pro forma basis in accordance with GAAP, plus (B) the greater of (i) $1,000.0 925.0 million and (ii) 100.0% of Cash Flow for the period of the most recent four consecutive fiscal quarters for which financial statements are internally available, plus (C) an additional amount such that, on a pro forma basis after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom, the Consolidated Senior Secured Net Debt Ratio (before giving effect to any amount incurred simultaneously under clause (A) above) (i) would be less than or equal to 2.75 to 1.00 or (ii) if Incurred in connection with any acquisition or similar Investment permitted hereunder, would be less than or equal to the Consolidated Senior Secured Net Debt Ratio as of the last day of the most recently ended four full fiscal quarters for which financial statements are internally available; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this clause (i), all Indebtedness Incurred under this clause (i) (whether secured or unsecured) shall be included in the numerator used in the calculation of the Consolidated Senior Secured Net Debt Ratio; (ii) Indebtedness of the Company owed to and held by a Restricted Subsidiary or Indebtedness or Preferred Stock of a Restricted Subsidiary issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary, or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) the Notes (other than Additional Notes); (iv) Acquired Indebtedness or any Indebtedness incurred to finance acquisitions; provided, however, that after giving effect to such Incurrence and merger, consolidation or acquisition, if more than the greater of (x) $280.0 million and 8.0% of Consolidated Tangible Assets of Acquired Indebtedness or Indebtedness Incurred to finance acquisitions is at any time outstanding under this clause (iv): (A) the Company could incur $1.00 of Indebtedness pursuant to paragraph (a) above, (B) the Consolidated Cash Flow Coverage Ratio of the Company would be greater than immediately prior to such merger, consolidation or acquisition of assets giving rise to the Incurrence of such Indebtedness or (C) the Consolidated Total Net Debt Ratio would be less than or equal to 3.75 to 1.00; (v) Indebtedness or, in the case of a Restricted Subsidiary, Preferred Stock (other than Indebtedness (or, in the case of a Restricted Subsidiary, Preferred Stock) described in clause (i), (ii), or (iii) above) outstanding on the Issue Date (including the Existing Notes and the Guarantees in respect of the Existing Notes); (vi) any Refinancing Indebtedness in respect of Indebtedness (or, in the case of a Restricted Subsidiary, Preferred Stock) Incurred pursuant to paragraph (a) or referred to in clause (iii), (iv) or (v) or this clause (vi) of this paragraph (b); (vii) Obligations of the Company or a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Company or such Restricted Subsidiary that is permitted by the terms of this Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures of the Company or such Restricted Subsidiary and (C) commodity agreements of the Company or such Restricted Subsidiary to the extent designed to protect the Company or such Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (viii) Indebtedness of the Company or any Restricted Subsidiary consisting of Obligations in respect of indemnification, purchase price adjustments, earnouts or similar obligations Incurred or assumed, in each case, in connection with the acquisition or disposition of assets by the Company or any Restricted Subsidiary permitted under this Indenture; (ix) Finance Lease Obligations, mortgage financings, Purchase Money Indebtedness and Acquired Indebtedness; provided, however, that at the time of such Incurrence, creation or assumption and immediately after giving effect thereto the aggregate principal amount of Finance Lease Obligations, mortgage financings, Purchase Money Indebtedness and Acquired Indebtedness Incurred, created or assumed pursuant to this clause (ix) does not exceed the sum of (A) the greater of (x) $500.0 280.0 million and 25.0(y) 8.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of such Incurrence, creation or assumption and (B) Indebtedness in an amount such that Consolidated Total Net Debt Ratio is equal to 3.75 to 1.00; (x) performance bonds, appeal and surety bonds, completion guarantees, insurance obligations or bonds and other similar bonds or obligations incurred by the Incurrence Company or a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) (A) Indebtedness in respect of Retained Recourse Equipment Loans so long as the Retained Recourse Amount does not exceed $1,000.0 million at any time and (B) Floor Plan Guarantees; (xii) Indebtedness resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (xiii) Indebtedness arising under indemnity agreements to title insurers to cause such title insurers to issue to one or more collateral agents under Credit Facilities mortgagee title insurance policies; (xiv) other Indebtedness and Preferred Stock; provided, however, that at the time of such Indebtedness Incurrence, creation or assumption and immediately after giving effect to thereto (A) the application aggregate principal amount or liquidation preference, as applicable, of such other Indebtedness and Preferred Stock of the proceeds therefrom Company and (b) any Foreign Subsidiary Incurred its Restricted Subsidiaries Incurred, created or assumed pursuant to this clause (1xiv) and then outstanding does not exceed the greater of (x) $695.0 million and (y) 19.0% of Consolidated Tangible Assets as of the date of such Incurrence, creation or assumption or (B) the Consolidated Total Net Debt Ratio is less than or equal to 3.75 to 1.00; (xv) Indebtedness of Foreign Subsidiaries of the Company (A) in an aggregate amount not to exceed at any one time outstanding and together with any other Indebtedness Incurred under this clause (xv) the greater of (x) $50.0 million695.0 million and (y) 19.0% of Consolidated Tangible Assets of Foreign Subsidiaries or (B) Incurred to finance working capital or for other operational purposes of such Foreign Subsidiary, including capital expenditures and acquisitions; (xvi) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not with recourse to the Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); (xvii) Indebtedness consisting of (A) financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xviii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 10.13; provided, however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee thereof Incurred pursuant to this Section 10.13(b)(xviii) shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (xix) Indebtedness Incurred by the Company or any Restricted Subsidiary (x) in respect of any bankers’ acceptance, bank guarantees, discounted bill of exchange or the discounting or factoring of receivables, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business and (y) constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, leases, litigation and appeals thereof, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, environmental and other permits or licenses from governmental authorities and other letters of credit in connection with transactions in the ordinary course of business; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (xx) Indebtedness Incurred by an Equipment Subsidiary in a Qualified Equipment Financing that is not with recourse to the Company or any Restricted Subsidiary other than an Equipment Subsidiary (except for Standard Securitization Undertakings); (xxi) Indebtedness arising from (i) Bank Products and (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that in the case of this clause (ii) such Indebtedness is extinguished within ten Business Days of its Incurrence; (xxii) guarantees (a) Incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under this Indenture; (xxiii) Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company or any direct or indirect parent company of the Company to the extent described in Section 10.10(b)(iii); provided, however, such Indebtedness incurred pursuant to this clause (xxiii) is subordinated in right of payment to the Company’s Obligations with respect to this Indenture; (xxiv) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries; (xxv) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; and (xxvi) Cash Management Services Incurred not for speculative purposes. (c) Except to the extent that such Indebtedness is permitted to be Incurred pursuant to Section 10.13(a), the Company shall not Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations, unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this Section 10.13, in the event that an item of Indebtedness meets the criteria of more than one of the types of permitted Indebtedness set forth in Section 10.13(b)(i) through (b)(xxvi) or is entitled to be Incurred pursuant to Section 10.13(a), the Company, in its sole discretion, will be entitled to classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness or Preferred Stock (or any portion thereof) in any manner that complies with this Section 10.13; provided, however, that all Indebtedness under the Credit Agreement outstanding on the Issue Date and the Acquisition Closing Date shall be deemed to have been Incurred pursuant to Section 10.13(b)(i) and the Company shall not be permitted to reclassify all or any portion of such Indebtedness under the Credit Agreement. The Company shall be required to include the amount and type of any Indebtedness or Preferred Stock (or any portion thereof) in one or more of clauses (i) through (xxvi) of Section 10.13(b). At the time of Incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 10.13(a) and (b) without giving pro forma effect to the Incurrence on the same date of any Indebtedness pursuant to Section 10.13(b) when calculating the amount of Indebtedness that may be Incurred pursuant to Section 10.13(a). To the extent any item of Indebtedness that is Guaranteed or secured by a Lien is reclassified, each of the Incurrence of the Indebtedness upon reclassification, the Incurrence of the Guarantee of such Indebtedness upon reclassification and the Incurrence of the Lien upon reclassification must be permitted under this Indenture in order for the Company to make such reclassification. (e) For purposes of determining amounts of Indebtedness under Section 10.13, Indebtedness resulting from security interests granted with respect to Indebtedness otherwise included in the determination of Indebtedness, and Guarantees (and security interests with respect thereof) of, or obligations with respect to letters of credit supporting, Indebtedness otherwise included in the determination of Indebtedness shall not be included in the determination of Indebtedness. (f) Indebtedness of any Person that is outstanding at the time such Person becomes a Restricted Subsidiary of the Company (including upon designation of any one time;subsidiary or other person as a Restricted Subsidiary) or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Restricted Subsidiary of the Company or merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company, as applicable. (g) For purposes of determining compliance with this Section 10.13, the Incurrence of Indebtedness with respect to keepwell or other comfort letter arrangements or agreements given by the Company for the benefit of Unrestricted Subsidiaries shall be deemed to be an Incurrence of Indebtedness at such time as the amount of the obligation of the Company thereunder is quantifiable. (h) The accrual of interest, the accretion of accreted value and the payment of interest in the fo

Limitation on Indebtedness and Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 2.50 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater of (i) $1,000.0 700.0 million or (ii) the sum of $500.0 200.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 5.07(b)(1) in an aggregate amount not to exceed the greater greatest of (i) $1,000.0 million or 1.1 billion, (ii) the Borrowing Base and (iii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.0 billion or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company Parent Guarantor will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company Parent Guarantor may Incur Indebtedness and the Issuer and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company Parent Guarantor and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this . (b) Section 1111 3.2(a) will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness under one or more Credit Facilities of (a) the Company Parent Guarantor, the Issuer or any Subsidiary Guarantor Incurred pursuant to this clause (1Section 3.2(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 1,250.0 million or (ii) the sum of $500.0 400.0 million and 25.030.0% of the CompanyParent Guarantor’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1Section 3.2(b)(1) in an aggregate amount not to exceed $50.0 30.0 million, in each case outstanding at any one time;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this . (b) Section 1111 5.07(a) will not prohibit the Incurrence of the following Indebtedness:Indebtedness (collectively, “Permitted Debt”): (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 5.07(b)(1) in an aggregate amount not to exceed the greater greatest of (i) $1,000.0 million or 1.1 billion, (ii) the sum of $500.0 million Borrowing Base and (iii) 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect thereto and to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 4.07(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.5 billion or (ii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 5.07(b)(1) in an aggregate amount not to exceed the greater greatest of (i) $1,000.0 million or 1.5 billion, (ii) the Borrowing Base and (iii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 4.07(b)(1) in an aggregate amount not to exceed the greater greatest of (i) $1,000.0 million or 2.0 billion, (ii) the Borrowing Base and (iii) the sum of $500.0 million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timetherefrom;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 4.07(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.25 billion or (ii) the sum of $500.0 million and 25.030.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timeIndebtedness;

Limitation on Indebtedness and Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however, that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the date thereof: (1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of proceeds); and (2) no Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its application. The first paragraph of this Section 1111 will not prohibit . (b) Notwithstanding the Incurrence foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following Indebtednessfollowing: (1) Indebtedness under one or more Credit Facilities of (a) the Company or any Restricted Subsidiary Guarantor Incurred pursuant to this clause (1Section 4.07(b)(1) in an aggregate amount not to exceed the greater of (i) $1,000.0 million 1.5 billion or (ii) the sum of $500.0 million and 25.030.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and (b) any Foreign Subsidiary Incurred pursuant to this clause (1) in an aggregate amount not to exceed $50.0 million, in each case outstanding at any one timeIndebtedness;