Common use of Incurrence of Indebtedness and Issuance of Disqualified Stock Clause in Contracts

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) issue any Disqualified Stock. Notwithstanding the foregoing, Xxxx Las Vegas and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds from the Indebtedness, as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) and the Company will not issue any Disqualified Stock. Notwithstanding ; provided, however, that the foregoing, Xxxx Las Vegas and its Restricted Subsidiaries Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock and a Subsidiary Guarantor may incur Acquired Debt if the Fixed Charge Coverage Ratio ratio of Xxxx Las Vegas Total Consolidated Indebtedness to Adjusted Consolidated Operating Cash Flow for Xxxx Las Vegas’ 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 Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 less than or equal to 6.0 to 1.0, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.. The provisions of the first paragraph of this Section 4.09 will not apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectivelyin any such case, “incur”) any Indebtedness (including Acquired Debt), Indebtedness) or (ii) issue any Disqualified Stock. Notwithstanding ; provided, however, that the foregoing, Xxxx Las Vegas Issuer and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired DebtIndebtedness) or issue Disqualified StockStock if immediately after and giving effect thereto, if the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ the Issuer’s most recently ended four full fiscal quarters for which internal annual or quarterly financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least not less than 2.0 to 1.0, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, issued at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “"incur”" or an "incurrence") any Indebtedness (including including, without limitation, Acquired Debt), or (iiIndebtedness) and that the Company will not issue any Disqualified Stock. Notwithstanding Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the foregoing, Xxxx Las Vegas Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or Indebtedness, and the Company may issue Disqualified Stock, if the Fixed Charge Consolidated Interest Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ 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 Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 to 1.01, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, issued or incurred at the beginning of such four-four- quarter period.. The foregoing provisions shall not apply to:

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) the Issuer will not issue any Disqualified Stock. Notwithstanding , and the foregoing, Xxxx Las Vegas and Issuer will not permit any of its Restricted Subsidiaries (other than a Guarantor) to issue any Disqualified Stock; provided, however, that the Issuer and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified StockStock if, if for the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ most recently ended four full fiscal quarters for which internal financial statements are available Test Period immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) Fixed Charge Coverage Ratio would have been at least 2.0 2.00 to 1.01.00, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter periodTest Period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur” or an “incurrence”) any Indebtedness (including Acquired Debt), or (ii) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock. Notwithstanding ; provided, however, that the foregoing, Xxxx Las Vegas and its Restricted Subsidiaries Company or any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock if the Fixed Charge Consolidated Interest Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ 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 Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds from the Indebtednesstherefrom, as if the additional Indebtedness or the Disqualified Stock had been incurred or Disqualified Stock had been issued, as the case may be, issued at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Wxxx Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) issue any Disqualified Stock. Notwithstanding the foregoing, Xxxx Wxxx Las Vegas and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio of Xxxx Wxxx Las Vegas for Xxxx Wxxx Las Vegas’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds from the Indebtedness, as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “"incur”") any Indebtedness (including Acquired Debt), ) or (ii) issue any Disqualified Stock. Notwithstanding ; provided, however, that the foregoing, Xxxx Las Vegas Company and its Restricted Subsidiaries the Guarantors may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock if the Fixed Charge Consolidated Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ 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 Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 2.5 to 1.0, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.. The first paragraph of this Section 4.09 will not prohibit the following (collectively, "Permitted Debt"):

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas Revel shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, (i1) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt)Indebtedness, or (ii2) issue any Disqualified Stock. Notwithstanding the foregoing, Xxxx Las Vegas Revel and its the Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock if the Fixed Charge Consolidated Coverage Ratio of Xxxx Las Vegas Revel and the Restricted Subsidiaries for Xxxx Las Vegas’ Revel’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or (such Disqualified Stock is issuedperiod, as the case may be (the “Reference Period”) would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds from therefrom and including as set forth in the Indebtedness, definition of “Consolidated Coverage Ratio,” as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter periodReference Period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectivelyin any such case, “"incur”") any Indebtedness (including Acquired Debt)Indebtedness, or (ii) and the Issuer will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock. Notwithstanding ; provided, however, that the foregoing, Xxxx Las Vegas Issuer and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, Stock immediately after and giving effect thereto (A) if the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ the Issuer's most recently ended four full fiscal quarters for which internal financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 2.25 to 1.01, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter periodperiod and (B) no Default or Event of Default shall have occurred and be continuing.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall The Partnership will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) the Partnership will not issue any Disqualified Stock. Notwithstanding , and the foregoing, Xxxx Las Vegas and Partnership will not permit any of its Restricted Subsidiaries (other than a Guarantor) to issue any Disqualified Stock; provided, however, that the Partnership and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified StockStock if, if for the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ Partnership’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) Fixed Charge Coverage Ratio would have been at least 2.0 1.75 to 1.0, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or (ii) and Parent shall not, and shall not permit any of its Restricted Subsidiaries to issue any Disqualified Stock. Notwithstanding the foregoing; provided, Xxxx Las Vegas however, that Parent and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “Reference Period”) issued would have been at least 2.0 to 1.0, determined on a pro forma basis, basis (including a pro forma application of the net proceeds from the Indebtednesstherefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Xxxx Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “"incur”") any Indebtedness (including Acquired Debt), or (ii) issue any Disqualified Stock. Notwithstanding the foregoing, Xxxx Las Vegas and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if (A) the Phase I Opening Date has occurred and (B) the Fixed Charge Coverage Ratio of Xxxx Las Vegas for Xxxx Las Vegas’ ' most recently ended four full fiscal quarters following the Phase I Opening Date for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be (the “"Reference Period”") would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma application of the net proceeds from the Indebtedness, as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.