Common use of Indebtedness; Disqualified Stock Clause in Contracts

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA, at any one time outstanding, plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (dd) shall cease to be deemed Incurred, issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the first date on which such Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt (to the extent such Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassification));

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower the Issuer or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of or minority investments in any assets (including Capital Stock)non-wholly owned Restricted Subsidiary which, business or Person in an aggregate when aggregated with the principal amount or liquidation preference that of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (19) and then outstanding, does not exceed the greater of (x) $33,000,000 and 250.0 million or (y) 332.5% of Consolidated EBITDA, at any one time outstanding, plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing Total Assets (it being understood that any Indebtedness Incurred or Indebtedness, Disqualified Stock or and Preferred Stock issued incurred pursuant to this clause (dd19) shall cease to be deemed Incurred, issued incurred or outstanding pursuant to for purposes of this clause (dd19) but shall be deemed Incurred or issued and outstanding as Ratio Debt incurred pursuant to Section 4.09(a) hereof from and after the first date on which such Borrower the Issuer or such Restricted Subsidiary, as the case may be, Subsidiary could have Incurred incurred such Indebtedness or issued such Indebtedness, Disqualified Stock or Preferred Stock as Ratio Debt pursuant to Section 4.09(a) without reliance on this clause (19)); provided that together with amounts incurred and outstanding pursuant to the extent such Borrower second proviso to Section 4.09(a) and clauses (16) and (22)(A) of this Section 4.09(b), no more than $500.0 million of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or such in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiary is able Subsidiaries that are not Guarantors pursuant to Incur any Liens related thereto as Permitted Liens after such reclassification))this clause (19) shall be incurred and outstanding;

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower the Issuer or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of or minority investments in any assets (including Capital Stock)non-Wholly Owned Restricted Subsidiary which, business or Person in an aggregate when aggregated with the principal amount or liquidation preference that of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (19) and then outstanding, does not exceed the greater of (x) $33,000,000 325.0 million and (y) 3322.5% of Consolidated EBITDA, at any one time outstanding, plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing LTM EBITDA (it being understood that any Indebtedness Incurred or Indebtedness, Disqualified Stock or and Preferred Stock issued incurred pursuant to this clause (dd19) shall cease to be deemed Incurred, issued incurred or outstanding pursuant to for purposes of this clause (dd19) but shall be deemed Incurred or issued and outstanding as Ratio Debt incurred pursuant to Section 4.09(a) hereof from and after the first date on which such Borrower the Issuer or such Restricted Subsidiary, as the case may be, Subsidiary could have Incurred incurred such Indebtedness or issued such Indebtedness, Disqualified Stock or Preferred Stock as Ratio Debt pursuant to Section 4.09(a) without reliance on this clause (19)); provided that together with amounts incurred and outstanding pursuant to the extent such Borrower second proviso to Section 4.09(a) and clauses (16) and (22)(A) of this Section 4.09(b), no more than the greater of (x) $700.0 million and (y) 50.0% of LTM EBITDA of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or such in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiary is able Subsidiaries that are not Guarantors pursuant to Incur any Liens related thereto as Permitted Liens after such reclassification))this clause (19) shall be incurred and outstanding;

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA16,000,000, at any one time outstanding, plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (dd) shall cease to be deemed Incurred, issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the first date on which such Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt (to the extent such Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassification));

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA18,400,000, at any one time outstanding, plus, in the case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (dd) shall cease to be deemed Incurred, issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the first date on which such Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt (to the extent such Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassification));

Indebtedness; Disqualified Stock. or Preferred Stock of a Restricted Subsidiary or the Borrower owing to the Borrower or another Restricted Subsidiary; provided that (x) if the Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA, at any one time outstanding, plus, in the case of any refinancing of any Guarantor Incurs such Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereofowing to a Non-Loan Party Subsidiary, the aggregate amount of feessuch Indebtedness, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued shall be subordinated in right of payment to the Borrower’s Obligations with respect to this Agreement pursuant to this clause the Intercompany Subordination Agreement, (ddy) shall cease to be deemed Incurredany subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness, issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the first date on which such Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness, Disqualified Stock or Preferred Stock (except to the extent such Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Restricted Indebtedness, Disqualified Stock or Preferred Stock not permitted by this clause (i); and (z) any such Indebtedness provided by a Loan Party to a Non-Loan Party Subsidiary is able must be permitted by, and made in compliance with, Section 7.05 (or shall otherwise constitute a Permitted Investment) (in each case, without giving effect to Incur any Liens related thereto as clauses (18)(w) and (20)(y)(i) of the definition of “Permitted Liens after such reclassificationInvestments”));; 204

Indebtedness; Disqualified Stock. or Preferred Stock of a Borrower the Issuer or a any of its Restricted Subsidiary Subsidiaries incurred or issued to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person Investment in an aggregate a principal amount or liquidation preference that does not to exceed the greater of (x) $33,000,000 48.0 million and (y) 3310.0% of Consolidated EBITDA, EBITDA of the Issuer for the Applicable Measurement Period in the aggregate at any one time outstandingoutstanding together with all other outstanding Indebtedness, plus, Disqualified Stock or Preferred Stock issued under this clause (19) and any outstanding Indebtedness under Section 10.11(b)(13) incurred to refinance Indebtedness initially incurred in the case of any refinancing of reliance on this clause (19) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (dd19) shall cease to be deemed Incurred, issued incurred or outstanding pursuant to for purposes of this clause (dd19) but shall be deemed Incurred or issued and outstanding as Ratio Debt from incurred pursuant to Section 10.11(a) and after the first date on which such Borrower the Issuer or such Restricted Subsidiary, as the case may be, Subsidiary could have Incurred such Indebtedness incurred or issued such Indebtedness, Disqualified Stock or Preferred Stock as Ratio Debt (to the extent such Borrower or such Restricted Subsidiary is able to Incur any Liens related thereto as Permitted Liens after such reclassificationunder Section 10.11(a));

Indebtedness; Disqualified Stock. or Preferred Stock of a Subsidiary or the Borrower owing to the Borrower or another Subsidiary; provided that (x) if the Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $33,000,000 and (y) 33% of Consolidated EBITDA, at any one time outstanding, plus, in the case of any refinancing of any Guarantor Incurs such Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause (dd) or any portion thereofowing to a Non-Loan Party Subsidiary, the aggregate amount of feessuch Indebtedness, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing (it being understood that any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued shall be subordinated in right of payment to the Borrower’s Obligations with respect to this Agreement pursuant to this clause the Intercompany Subordination Agreement, (ddy) shall cease to be deemed Incurredany subsequent issuance or transfer of any Capital Stock or any other event that results in any Subsidiary lending such Indebtedness, issued or outstanding pursuant to this clause (dd) but shall be deemed Incurred or issued and outstanding as Ratio Debt from and after the first date on which such Borrower or such Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock as Ratio Debt ceasing to be a Subsidiary or any other subsequent transfer of any such Indebtedness, Disqualified Stock or Preferred Stock (except to the extent such Borrower or another Subsidiary) shall be deemed, in each case, to be an Incurrence of such Restricted Indebtedness, Disqualified Stock or Preferred Stock not permitted by this clause (i); and (z) any such Indebtedness provided by a Loan Party to a Non-Loan Party Subsidiary is able must be permitted by, and made in compliance with, Section 7.05 (or shall otherwise constitute a Permitted Investment) (in each case, without giving effect to Incur any Liens related thereto as clauses (18)(w) and (20)(y)(i) of the definition of “Permitted Liens after such reclassification)Investments”);