Common use of Incurrence of Debt Clause in Contracts

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) , the Consolidated Fixed Charge Coverage Total Net Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period four fiscal quarter period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Periodfour fiscal quarter period, and any other Debt repaid since the beginning of the Four Quarter Period four fiscal quarter period had been repaid at the beginning of the Four Quarter Periodfour fiscal quarter period, would be greater than [REDACTED – commercially sensitive information]not exceed 6.50:1.00; and provided that (2i) no Event any such Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.09(a), when aggregated with Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to clauses (1), (21)(i), (24) and (25) (but solely to the extent such Refinancing Debt is in respect of Default shall have occurred and be continuing at the time Debt Incurred pursuant to Section 4.09(a) or as a consequence clause (1)(y) of the Incurrence definition of “Permitted Debt”) of the definition of “Permitted Debt,” shall not exceed an aggregate principal amount outstanding equal to the greater of (x) $58.0 million and (y) 2.5% of Consolidated Total Assets (in each case, determined on the date of such DebtIncurrence) and (ii) prior to January 1, 2019, such Debt may only be Incurred to finance Investments permitted under clause (6) of the definition of “Permitted Investments.” (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that no such reclassification or division shall be permitted with respect to any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1), (23) or (26) of the definition of “Permitted Debt” hereunder”; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on (i) in the case of any Debt incurred on the Issue Date pursuant to clause (1) of the definition “Permitted Debt,” the FX Date, and (ii) in the case of any other Debt, the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that that, if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Incurrence of Debt. The Company shall not, and shall not permit any Material Subsidiary to, incur or create any Debt and the Company shall not issue any Disqualified Stock and shall not permit any Material Subsidiary to issue any preferred stock other than (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3b) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurredand Disqualified Stock provided that, in the case of term Debtthis clause (b), the following conditions are satisfied: (a) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or first committedsuch Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt and any other Debt incurred on or prior to such date had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; and (b) to the extent any such debt is incurred in the case form of revolving credit Debt; provided that if a Credit Facility, such Debt is Incurred as must constitute Permitted Unsecured Debt. In addition to the restrictions in the preceding paragraph, the Company shall not, and shall not permit any Material Subsidiary to, incur or create any Debt (other than Permitted Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause respect of the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenantBank Facility, the maximum amount Notes or the Second Lien Notes) that is secured by a Lien on any property of Debt that the Company may Incur pursuant or any Material Subsidiary unless the PDP Coverage Ratio equals or exceeds 1.0, determined on a pro forma basis after giving effect to this covenant shall not be deemed to be exceeded solely as such incurrence (including a result pro forma application of fluctuations in the exchange rate of currenciesNet Proceeds therefrom).

Incurrence of Debt. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to Incur Subsidiary to, incur any Debt (including Acquired Debtas defined below); provided, that other than inter-company debt representing Debt to which the Company only parties are Spiexxx Xxxperties, Inc., a Maryland corporation (the "General Partner"), the Issuer and any of its Restricted their Subsidiaries may Incur (but only so long as such Debt (including Acquired Debtis held solely by any of the General Partner, the Issuer and any Subsidiary) that is subordinate in right of payment to the 2006 Notes if, immediately after giving effect to the Incurrence incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the calendar quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee (or such reports of the General Partner if filed by the Issuer with the Trustee in lieu of filing its own reports) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase, together with the Total Assets, is referred to as "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge (in each case as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the receipt and application of the proceeds therefrom: , and calculated on the assumption that (1i) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.incurred

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: : (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]2.00 to 1.00; and and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt, provided that, the then outstanding aggregate principal amount of Debt that may be Incurred pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $295 million and (y) 5.0% of Consolidated Total Assets (in each case, determined on the date of such Incurrence). (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: : (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on Incurred under the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.Credit

Incurrence of Debt. The Borrower will not, nor will the Borrower permit any other Loan Party to, incur, become or remain liable for any Indebtedness, other than: (a) The Company will notthe Combined Obligations; (b) the guarantee by the Borrower or any Material Subsidiary of any Contractual Obligation of any Material Subsidiary so long as such guarantee only guarantees not more than the percentage of such Contractual Obligation that equals the percentage of common equity owned directly or indirectly by the Borrower or any Material Subsidiary, and will not permit as applicable, in such Material Subsidiary at the time such guaranty is executed; (c) Indebtedness evidenced by and/or arising out of the Falcon Seaboard Settlement Agreement; (d) Indebtedness of any of its Restricted Subsidiaries Material Subsidiary (other than a Foreign Subsidiary) to Incur the Borrower or any Debt other Material Subsidiary (including Acquired Debtother than a Foreign Subsidiary); provided, that ; (e) Indebtedness outstanding on the Company date hereof listed on Schedule 7.1 and any refinancings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (f) Indebtedness of its Restricted Subsidiaries may Incur Debt a Person which becomes a Subsidiary after the date hereof, provided that (including Acquired Debti) if, such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) immediately after giving effect to the Incurrence acquisition of such Debt and Person by the receipt and application of the proceeds therefrom: (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted SubsidiariesBorrower or a Subsidiary, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. continuing; provided, further, that all Indebtedness incurred under this clause (b) Notwithstanding Section 4.09(af), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance together with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date Indebtedness incurred pursuant to clause (1l) below, does not exceed U.S.$20,000,000 in the aggregate; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Indebtedness consisting of performance bonds or surety or appeal bonds provided by the Borrower or any Subsidiary in the ordinary course of business; (i) Non-Recourse Debt in an aggregate amount outstanding at any time not to exceed U.S.$5,000,000; (j) Hedging Obligations existing or arising under Oil and Gas Hedge Transactions to the extent such Oil and Gas Hedge Transactions are not prohibited by Section 7.11 of this Agreement or the Canadian Credit Agreement; (k) Indebtedness constituting Permitted Investments; (l) Indebtedness incurred to finance the acquisition, construction or improvement of fixed or capital assets (including, without limitation, Capital Lease Obligations) secured by Liens permitted by clause (o) of the definition of “Permitted DebtEncumbrances” hereundercontained herein; provided that all Indebtedness incurred under this clause (l), together with all Indebtedness incurred pursuant to clause (f) above, does not exceed U.S.$20,000,000 in the aggregate; (2m) Indebtedness in an aggregate amount outstanding at any time not to exceed U.S.$40,000,000; (n) the Existing Subordinate Debt; provided, however, that the aggregate principal amount of such Existing Subordinate Debt permitted by this Section 4.09 need does not be permitted solely by reference to one provision permitting exceed U.S.$500,000,000; (o) the Permitted Senior Notes Debt; provided, however, that the aggregate principal amount of such Permitted Senior Notes Debt but may be permitted does not exceed U.S.$300,000,000; (p) Indebtedness associated with worker’s compensation claims, unemployment insurance laws or similar legislation incurred in part by one such provision and in part by one or more other provisions the ordinary course of this Section 4.09 (including categories of Permitted Debt) permitting such Debtbusiness; and (3q) Guarantees ofTaxes, assessments or obligations other governmental charges which are not yet due or are being contested in good faith in accordance with respect to letters of credit supportingSection 5.7; provided, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interestthat, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will Borrower may not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with incur any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed new Indebtedness (other than (i) the principal amount renewal, extension, refinancing or replacement of such the Existing Subordinate Debt being refinanced, plus or any Permitted Senior Notes Debt and (ii) Guarantees by any Subsidiaries thereof to the aggregate amount extent the same is incurred in accordance with Section 7.14) described in clauses (f), (i), (j), and (o) above at any time that a Default, Event of feesDefault, underwriting discountsGlobal Borrowing Base Deficiency or U.S. Borrowing Base Deficiency has occurred and is continuing. For the avoidance of doubt, defeasance coststo the extent any Indebtedness could be attributable to more than one subsection of this Section 7.1, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding the Borrower or any other provision Loan Party may categorize all or any portion of such Indebtedness to any one or more subsections of this covenantSection 7.1 as it elects and unless as otherwise expressly provided, in no event shall the maximum amount same portion of Debt that the Company may Incur pursuant to this covenant shall not any Indebtedness be deemed to utilize or be exceeded solely as a result attributable to more than one subsection of fluctuations in the exchange rate of currenciesthis Section 7.1.

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) , the Consolidated Fixed Charge Coverage Total Net Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period four fiscal quarter period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Periodfour fiscal quarter period, and any other Debt repaid since the beginning of the Four Quarter Period four fiscal quarter period had been repaid at the beginning of the Four Quarter Periodfour fiscal quarter period, would be greater than [REDACTED – commercially sensitive information]not exceed 6.50:1.00; and provided that (2i) no Event any such Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.09(a), when aggregated with Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to clauses (1), (21)(i), (24) and (25) (but solely to the extent such Refinancing Debt is in respect of Default shall have occurred and be continuing at the time Debt Incurred pursuant to Section 4.09(a) or as a consequence clause (1)(y) of the Incurrence definition of “Permitted Debt”) of the definition of “Permitted Debt,” shall not exceed an aggregate principal amount outstanding equal to the greater of (x) $58.0 million and (y) 2.5% of Consolidated Total Assets (in each case, determined on the date of such DebtIncurrence) and (ii) prior to January 1, 2019, such Debt may only be Incurred to finance Investments permitted under clause (6) of the definition of “Permitted Investments.” (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that no such reclassification or division shall be permitted with respect to any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1), (23) or (26) of the definition of “Permitted Debt” hereunder”; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on (i) in the case of any Debt incurred on the Issuance Date pursuant to clause (1) of the definition “Permitted Debt,” the FX Date, and (ii) in the case of any other Debt, the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that that, if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: : (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]2.00 to 1.00; and and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: : (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; ; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Incurrence of Debt. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, enter into a guarantee of its Restricted Subsidiaries or otherwise become directly or indirectly liable, contingently or otherwise, with respect to Incur (collectively, “incur”) any Debt (including Acquired acquired Debt)) or issue Disqualified Equity Interests; provided, provided that the Company may incur Debt or issue Disqualified Equity Interests and any of its Restricted Subsidiaries Subsidiary may Incur incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) if the Consolidated Fixed Charge Coverage Leverage Ratio of is, for the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Reference Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debtincurrence and after giving pro forma effect thereto, less than 2.25 to 1.00. (b) Notwithstanding anything to the contrary therein, Section 4.09(a)4.14(a) will not prohibit the incurrence of any of the following items of Debt (collectively, “Permitted Debt”): (i) Debt represented by the Notes and the other Note Documents; (ii) Debt of the Company or a Restricted Subsidiary owed to the Company or a Restricted Subsidiary; (iii) Debt incurred to finance the acquisition, construction, or improvement of fixed or capital assets (including Capital Lease Obligations and its Restricted Subsidiaries may Incur Permitted Debt. sale and lease back transactions) provided that (a) such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (b) such Debt when incurred shall not exceed the purchase price or the construction costs of the asset financed, and (c) For purposes the aggregate principal amount of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need 4.14(b)(iii) shall not be permitted solely by reference exceed, in the aggregate at any time outstanding, (x) $5,500,000 plus (y) up to one provision permitting such Debt but may be permitted an additional $2,200,000 if and to the extent incurred in part by one such provision connection with the contemplated sale and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; andlease back transaction described on Schedule 4.14; (3iv) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect existing on the date hereof and listed on Schedule 4.14 and any refinancings, modifications, renewals, and extensions of any such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (ix) the principal amount of such Debt shall not be increased from the principal amount outstanding at the time of such refinancing, modification, renewal, or extension, (y) the maturity of such Debt shall not be shortened, and (z) the terms relating to collateral (if any) and subordination (if any) of any such refinancing, modification, renewing, or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not more favorable to the holders than the terms of any agreement or instrument governing the Debt being so refinanced, plus modified, renewed, or extended; (iiv) [Reserved]; (vi) obligations, contingent or otherwise, of the Company or a Restricted Subsidiary guaranteeing or having the effect of guaranteeing any Debt of the Company or a Restricted Subsidiary permitted under another clause of this Section 4.14; (vii) current liabilities incurred in the ordinary course of business through the obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services (excluding for the avoidance of doubt merchant cash advances or any sale of receivables); (viii) Debt incurred by the Company or a Restricted Subsidiary arising from agreements providing for earn-outs or indemnification or from guaranties or letters of credit, surety bonds, performance bonds or other contingent obligations securing the performance of such Person pursuant to such agreements, permitted dispositions of any business, assets of the Company or a Restricted Subsidiary in an aggregate amount outstanding not to exceed $1,000,000, or if, and to the extent that, no payment of feesprincipal, underwriting discountsinterest or any other amount in respect to such Debt is due and payable until at least 91 days after the Maturity Date of the Notes; (ix) Debt in respect of netting services, defeasance costsoverdraft protections and otherwise in connection with deposit accounts; (x) non-recourse Debt incurred by the Company or a Restricted Subsidiary to finance the payment of insurance premiums of such Person; (xi) Debt to any Person providing workers’ compensation, premiums and health, or disability insurance or other costs and expenses Incurred employee benefits or property, casualty, or liability insurance to the Company or a Restricted Subsidiary incurred in connection with such refinancing. Notwithstanding any other provision Person’s providing those benefits or that insurance pursuant to customary reimbursement or indemnification obligations to that Person; (xii) Debt of this covenant, the maximum amount of Debt that the Company may Incur pursuant or a Restricted Subsidiary owed to this covenant shall not be deemed to be exceeded solely as a result an Affiliate of fluctuations such Person incurred in the exchange rate ordinary course of currenciesbusiness consistent with such Person’s historical Affiliate transactions in an aggregate amount outstanding not to exceed $500,000; and (xiii) other Debt of the Company and the Restricted Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any time; provided that none of such Debt may be secured.

Incurrence of Debt. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to Incur Material Subsidiary to, incur or create any Debt (including Acquired Debt); provided, that the Company and or issue any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom:Disqualified Stock other than (1i) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt. (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause (1) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3ii) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurredand Disqualified Stock provided that, in the case of term Debtthis clause (ii), the following conditions are satisfied: (a) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or first committedsuch Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt and any other Debt incurred on or prior to such date had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; and (b) to the extent any such debt is incurred in the case form of revolving credit Debt; provided that if a Credit Facility, such Debt is Incurred as must constitute Permitted Unsecured Debt. In addition to the restrictions in the preceding paragraph, the Company shall not, and shall not permit any Material Subsidiary to, incur or create any Debt (other than Permitted Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause respect of the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenantBank Facility, the maximum amount Notes or the Third Lien Notes) that is secured by a Lien on any property of Debt that the Company may Incur pursuant or any Material Subsidiary unless the PDP Coverage Ratio equals or exceeds 1.0, determined on a pro forma basis after giving effect to this covenant shall not be deemed to be exceeded solely as such incurrence (including a result pro forma application of fluctuations in the exchange rate of currenciesNet Proceeds therefrom).

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) , the Consolidated Fixed Charge Coverage Total Net Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period four fiscal quarter period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Periodfour fiscal quarter period, and any other Debt repaid since the beginning of the Four Quarter Period four fiscal quarter period had been repaid at the beginning of the Four Quarter Periodfour fiscal quarter period, would be greater than [REDACTED – commercially sensitive information]not exceed 6.50:1.00; and provided that, (2i) no Event of Default shall have occurred any such Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.09(a), when aggregated with Debt Incurred by Restricted Subsidiaries that are not Guarantors pursuant to clauses (1), (20), (21)(i), (23) and be continuing at the time or as a consequence (24) of the Incurrence definition of “Permitted Debt”, shall not exceed an aggregate principal amount outstanding equal to the greater of (x) $58.0 million and (y) 2.5% of Consolidated Total Assets (in each case, determined on the date of such DebtIncurrence) and (ii) prior to January 1, 2019, such Debt may only be Incurred to finance Investments permitted under clause (6) of the definition of “Permitted Investments.” (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that no such reclassification or division shall be permitted with respect to any Debt outstanding on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date incurred pursuant to clause clauses (1) or (23) of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and; (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included; and (4) in the event that the Company or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility or otherwise enters into any commitment to Incur or issue Debt or any related Lien, the incurrence or issuance thereof, including the calculation of the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio or compliance with any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets, as applicable, for borrowings and reborrowings thereunder will, at the Company’s option, either be determined (a) on the date of such facility or such entry into or increase in commitments or (b) on the date such amount is borrowed pursuant to any such facility or increased commitment. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to Incur any Debt (including Acquired Debt); provided, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – - commercially sensitive information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt, provided that, the then outstanding aggregate principal amount of Debt that may be Incurred pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) [REDACTED - commercially sensitive information]and (y) [REDACTED - commercially sensitive information] of Consolidated Total Assets (in each case, determined on the date of such Incurrence). (b) Notwithstanding Section 4.09(a), the Company and its Restricted Subsidiaries may Incur Permitted Debt. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in Section 4.09(a) or (b), including categories of Permitted Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt in any manner that complies with Section 4.09 and shall only be required to include the amount and type of such Debt in one of such clauses under Section 4.09 or the definition of “Permitted Debt” hereunder; provided that any Debt outstanding Incurred under (i) the Credit Facilities, (ii) the Extended Bridge Facility and (iii) the Equity Bridge Facility, in each case, on the Issue Date under any Credit Facility shall at all times be treated as Incurred on the Issue Date pursuant to clause clauses (11)(x), (1)(y) and (1)(z), respectively, of the definition of “Permitted Debt” hereunder; (2) Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 (including categories of Permitted Debt) permitting such Debt; and (3) Guarantees of, or obligations with respect to letters of credit supporting, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred as Refinancing Debt to refinance Debt denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed (i) the principal amount of such Debt being refinanced, plus (ii) the aggregate amount of fees, underwriting discounts, defeasance costs, premiums and other costs and expenses Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.