Common use of Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock Clause in Contracts

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent shall not, and neither the Company nor the Parent shall permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence (the "Incurrence Date"), (x) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist after giving effect on a pro forma basis to, such incurrence of Indebtedness, and (y) the Consolidated Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 to 1.00 (the "Debt Incurrence Ratio"), then: (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company Issuers shall not and the Parent Guarantors shall not, and neither the Company Issuers nor the Parent Guarantors shall permit any of their respective the Subsidiaries to, directly or indirectly, create, issue, assume, guarantyguarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtednesssuch Indebtedness and (2) on the date of such incurrence (the “Incurrence Date”), and (y) the Issuers’ Consolidated Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "“Debt Incurrence Ratio"”), then: (1) then the Company Issuers and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital StockStock and Acquired Indebtedness), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 4.7(a) hereof shall not prohibit the Company's incurrence or the incurrence by the Issuers or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time pursuant to this clause (b) (plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million15,000,000 (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein hereof or (2) assumed by a transferee in an Asset Sale so long as neither (such amount of Indebtedness pursuant to the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues Credit Agreement permitted to be an obligor under such Indebtednessincurred and outstanding pursuant to this Section 4.7(b), the “Credit Facility Basket”). (c) Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person Unrestricted Subsidiary as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both any of the Company Issuers or the Parent or a Subsidiary of either or both of the Company and the Parent Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both any of the Company and the Parent Issuers or a SubsidiarySubsidiaries, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either by the Issuers or both of the Company or the Parent or a Guarantor of the Indebtedness of another Guarantor any of the Issuers or Guarantors incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, or if later, later at the time the guarantor thereof became a Subsidiary of the Company or the Parent Guarantor shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions Indebtedness. (other than clause (a)(2e) of this Section 4.7). Upon each incurrence of Indebtedness, (i) the Company Issuers may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and incurred, (ii) the Company Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in that all Indebtedness initially outstanding under the foregoing provisionsNotes, the Guarantees and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall not, and neither the Company nor the Parent shall permit any of their respective the Company's Subsidiaries toshall, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing iflimitations, on the date of such incurrence Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the Consolidated Coverage date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Leverage Ratio, the use of proceeds thereof, would be at least 2.00 less than 7.0 to 1.00 (the "Debt Incurrence Ratio"), then: (1) the Company and the Parent and their respective Subsidiaries may incur . Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and or Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that person which is outstanding at the time such Person person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, , (a) the Company Issuers shall not and the Parent Subsidiary Guarantors shall not, and neither the Company Issuers nor the Parent Subsidiary Guarantors shall permit any of their respective the Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessIndebtedness and the use of such proceeds thereof, and and (y2) on the date of such incurrence (the “Incurrence Date”), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, and the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "“Debt Incurrence Ratio"”), then: (1) then the Company Issuers and the Parent and their respective Subsidiaries Subsidiary Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 4.7(a) hereof shall not prohibit the Company's incurrence or prohibit: (1) the incurrence by an Issuer or any Subsidiary Guarantor of Purchase Money Indebtedness; provided, that (i) the aggregate amount of such Indebtedness incurred and outstanding at any time pursuant to this Section 4.7(b)(1) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $10.0 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the Issuers’ cost or the cost to such Subsidiary Guarantor, (determined in accordance with GAAP), as applicable, of the property so purchased, constructed, improved or leased; (2) the incurrence by an Issuer or any Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (bSection 4.7(b)(2) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 20.0 million; (3) the incurrence by an Issuer or any Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this Section 4.7(b)(3) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $105.0 million, minus the amount of any such Indebtedness (1A) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein hereof or (2B) assumed by a transferee in an Asset Sale so long as neither Sale; (4) the Companyincurrence by an Issuer or any Subsidiary Guarantor of Attributable Indebtedness incurred in connection with any sale and leaseback transaction in an aggregate amount incurred and outstanding at any time pursuant to this Section 4.7(b)(4) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Attributable Indebtedness) of up to $15.0 million; and (5) the incurrence by any Foreign Subsidiary of Guarantors nor Indebtedness in an aggregate principal amount incurred and outstanding at any the Parent's time pursuant to this Section 4.7(b)(5) (plus any Refinancing Indebtedness incurred to refinance, retire, defease, refund or otherwise replace any such Indebtedness) of up to $7.5 million (or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) equivalent thereof, at the time of incurrence, in the applicable foreign currency). Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either an Issuer or both of the Company or the Parent or a any Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either an Issuer or both of the Company and the Parent or a any Subsidiary, as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either an Issuer or both of the Company or the Parent or of the Indebtedness of another a Subsidiary Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary one of the Company or the Parent Subsidiaries shall not constitute a separate incurrence, or amount outstanding, of Indebtedness. For purposes of determining compliance with this Section 4.7, in the event that an item of Indebtedness meets the criteria of more than one of the categories described in Sections 4.7(b)(1) — (5) hereof, or is entitled to be incurred pursuant to Section 4.7(a) hereof, the Company shall, in its sole discretion, be permitted to classify (or later classify or reclassify in whole or in part) such item of Indebtedness or any portion thereof in any manner that complies with this Section 4.7. For purposes of determining compliance with this Section 4.7, the accrual of interest; the accretion or amortization of original issue discount; the payment of interest on any Indebtedness incurred in accordance with the terms of this Indenture in the form of additional Indebtedness with the same or less onerous terms than such Indebtedness in respect of which the payment of interest is being made; the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock; the accrual of dividends on Disqualified Capital Stock; and the accretion of the liquidation preference of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness The foregoing shall not be deemed to have been incurred or outstanding under any other provision affect the definition of this Section 4.7, except as stated otherwise in the foregoing provisionsConsolidated Fixed Charges.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company The Issuer and the Parent shall Guarantors will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Issuer for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 (the l, or, for an Incurrence Date after January 1, 2000, at least 2.25 to 1(each, a "Debt Incurrence Ratio"), then: (1) then the Company Issuer may incur such Indebtedness or Disqualified Capital Stock and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness. Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and or Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Issuer (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent Issuer or a Subsidiary of either or both of the Company and the Parent Issuer shall be deemed to have been incurred at the time such Person person becomes or is designated such a Subsidiary of either or both of the Company and the Parent Issuer or is merged with or into or consolidated with either the Issuer or both a Subsidiary of the Company and the Parent or a SubsidiaryIssuer, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except (ax) Except as set forth in this Section 4.7covenant or (y) by merger or consolidation by and among or between any Issuer or Guarantor, the Company Issuers and the Parent shall Guarantors will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Acquired Indebtedness) or any Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Trust for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis Pro Forma Basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, or Disqualified Capital Stock and the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), then: then the Trust may incur such Indebtedness (1including Acquired Indebtedness) or Disqualified Capital Stock the Company Issuers (other than the Trust) and the Parent Guarantors may incur such Indebtedness (including Acquired Indebtedness) and their respective any other Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Acquired Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.7covenant, the Company Issuers and the Parent shall Guarantors will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than except Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), then: (1) then the Company Issuers and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including or Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding . Acquired Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal shall be deemed to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount have been incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time the person who incurred such Person Indebtedness becomes a Subsidiary of either of the Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent Issuers or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a SubsidiaryIssuers, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisitionacquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on foregoing: (a) the date of such incurrence Company and its Subsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (the "Incurrence Date"), (xi) if no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of IndebtednessSubordinated Indebtedness or Disqualified Capital Stock, and (yii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Subordinated Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereofor Disqualified Capital Stock, would be at least 2.00 2.5 to 1.00 1, and (iii) in an aggregate principal amount of up to $50 million if, on the "Debt Incurrence Ratio")Date, then:the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (1b) the Company and the Parent and their respective Subsidiaries Guarantors may incur (i) Indebtedness evidenced by the Notes and represented by this Indenture as specified herein as of the dates hereof and (other than Secured ii) Indebtedness and Subsidiary Indebtedness), evidenced by the 8% Notes (including Disqualified Capital Stockthe issuance of additional 8% Notes in lieu of cash interest payments in accordance with the terms of the 8% Notes Indenture) ifand represented by the 8% Notes Indenture up to the amounts specified therein as of the date thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million, after giving effect toprovided, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, that in each case the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Guarantor may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to $175 million50 million in aggregate principal amount of Subordinated Indebtedness, minus in each case in respect of the Project Cost of a Project Expansion; (f) the Company and any Guarantor may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e) and (h) and (i) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company or any Guarantor may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loan in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loan in an aggregate principal amount outstanding at any time not to exceed $20,000,000, and (iii) the Tranche A-3 Term Loan in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loan in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loan in an aggregate principal amount outstanding at any time not to exceed $105,000,000, (in each case, less the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied permanent reductions in amounts available to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness be borrowed thereunder pursuant to Section 4.13 herein 5.14); (i) the Company or any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (2including, without limitation, under the Completion Loan Agreement), the HET Loan Guarantee, the Indemnity Agreement and the Performance Bond Indemnity Agreement or arising as a result of any payment made thereunder; (j) assumed by a transferee the Company and any Subsidiary may accrue Management Fees and all other amounts owing under the Management Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under the Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Subordinated Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an Asset Sale so long as aggregate principal amount outstanding at any time not to exceed $20 million; and (n) the Company and its Subsidiaries may incur Subordinated Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,000,000, and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; and (o) the Company and any Guarantor may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty including, without limitation, the HET/JCC Agreement. Notwithstanding the other provisions of this covenant, neither the Company, Company nor any of Guarantors nor its Subsidiaries may incur any the Parent's Indebtedness or the Company's Subsidiaries continues issue any Disqualified Capital Stock pursuant to be an obligor under such Indebtedness. clause (a), (c) Indebtedness or (including Disqualified Capital Stocke) of any Person that is outstanding at until the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent Casino Completion Date shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred occurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsIndenture.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.74.10, the Company Issuer and the Parent shall Guarantors will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than except Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the “Incurrence Date”), the Consolidated Coverage Ratio of the Parent Xxxxxxx International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "“Debt Incurrence Ratio"”), then: (1) then the Company Issuer and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including or Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding . Acquired Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time the person who incurred such Person Indebtedness becomes or is designated a Subsidiary of either the Issuer (including upon designation of any Unrestricted Subsidiary or both of the Company and the Parent other person as a Subsidiary) or is merged with or into or consolidated with either the Issuer or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceIssuer, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)as applicable. Upon each incurrence of Indebtedness, the Company Issuer may designate pursuant to which provision of this Section 4.7 4.10 (including pursuant to which clause of the definition of “Permitted Indebtedness”) such Indebtedness is being incurred and the Company Issuer may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions4.10.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.10, the Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence foregoing: (the "Incurrence Date"), a) if (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro PRO forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Leverage Ratio of the Parent for Company as of the end of the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Leverage Ratio, the use of proceeds thereof, would be at least 2.00 not exceed 6.5 to 1.00 l from the Issue Date to and including the third anniversary of the Issue Date, 6.25 to 1 from the third anniversary of the Issue Date to and including the fifth anniversary thereof, and 6.0 to 1 thereafter (the each, a "Debt Incurrence Ratio"), then:then the Company may incur such Indebtedness or Disqualified Capital Stock; (1b) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness evidenced by the Securities and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and represented by the receipt and application of proceeds therefrom, Indenture up to the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock amounts specified therein as of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; anddate thereof; (2c) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Purchase Money Indebtedness (including Disqualified Capital Stock)any Indebtedness issued to refinance, ifreplace or refund such Indebtedness) on or after the Issue Date, after giving effectPROVIDED, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, that (i) the aggregate amount of all outstanding Secured such Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of incurred on or after the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (c) shall not exceed $10 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary, as applicable, of the property so purchased or leased; (d) the Company and the Subsidiaries, as applicable, may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a), (b) and (plus any c) of this Section 4.10 or which is outstanding on the Issue Date so long as, in the case of Refinancing Indebtedness which is not Senior Debt, such Refinancing Indebtedness is secured only by the assets that secured the Indebtedness so refinanced; (e) the Company and the Subsidiaries may incur Permitted Indebtedness; (f) Indebtedness incurred pursuant to retire, defease, the Credit Agreement up to an aggregate amount outstanding (including any Indebtedness issued to refinance, refund or replace or refund such Indebtedness) of up at any time not to exceed $175 million, 300 million minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to and plus any such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness.constituting Interest Swap and Hedging Obligations; (cg) other Indebtedness (including of the Company or its Subsidiaries not to exceed $25 million at any time outstanding, of which only $10 million may be incurred by Subsidiaries. Indebtedness or Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, as applicable. For purposes of determining amounts of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of under this Section 4.7). Upon each incurrence 4.10, (i) Indebtedness resulting from security interests granted with respect to Indebtedness otherwise included in the determination of Indebtedness, and guarantees (and security interests with respect thereof) of, or obligations with respect to letters of credit supporting, Indebtedness otherwise included in the Company may designate pursuant to which provision determination of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed included in the determination of Indebtedness, (ii) any Liens permitted hereunder supporting Indebtedness otherwise included in the determination of Indebtedness shall not be included in the determination of Indebtedness and (iii) Indebtedness permitted under this Section 4.10 need not be permitted solely by reference to have been incurred one provision permitting such Indebtedness but may be permitted in part by reference to one such provision and in part by reference to one or outstanding under any more other provision provisions of this Section 4.74.10. For purposes of determining compliance with this Section 4.10, except as stated otherwise in the foregoing provisionsevent that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Company in its sole discretion shall classify such item of Indebtedness and shall only be required to include the amount and type of Indebtedness in one of such categories.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.25 to 1.00 1.0 (the "Debt Incurrence Ratio"), then: (1) then the Company and the Parent and their respective Subsidiaries Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock). In addition, if, after giving effect, on a pro forma basis, to such the foregoing limitations will not apply to: (a) the incurrence by the Company or any Subsidiary of Indebtedness and the receipt and application of proceeds therefrom, Purchase Money Indebtedness; provided that (i) the aggregate amount of all such Indebtedness incurred and outstanding Secured at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $15,000,000, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Subsidiary Indebtedness (including Disqualified Capital Stockdetermined in accordance with GAAP in good faith by the Board of Directors of the Company), as applicable, of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock)property so purchased, including for purposes of Secured Indebtedness onlyacquired, the Secured Indebtedness of the Companyimproved, determined on a consolidated basis, without duplication, is less than constructed or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.leased; (b) The foregoing limitations if no Event of this Section 4.7 Default shall not prohibit the Company's incurrence or have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million10,000,000; (c) the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $151,000,000, minus the amount of any such Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (w), (x), (y) or (z) of the first paragraph of Section 4.13 herein or (2ii) assumed by a transferee in an Asset Sale so long as to the extent that neither the Company, any of Guarantors Company nor any the Parent's or the Company's Subsidiaries Guarantor continues to be an obligor under such Indebtedness.; and (cd) the incurrence by a Foreign Subsidiary of Indebtedness in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (d) (plus any Refinancing Indebtedness incurred to refinance, retire, defease, refund or otherwise replace any such Indebtedness) of up to $25,000,000 (or the equivalent thereof, at the time of incurrence, in the applicable foreign currencies). Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor a Guarantor, incurred in accordance with the terms of this Indenture (other than Indebtedness incurred pursuant to clause (a) of this Section 4.7) issued at the time such Indebtedness was incurred or, or if later, later at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall Guarantor, will not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtednessincurrence, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions. Notwithstanding anything contained herein to the contrary, the Company will not and the Guarantors will not, and neither the Company nor the Guarantors will permit any of the Company's Subsidiaries to, incur any Indebtedness that is contractually subordinated to any of the Company's other Indebtedness or the other Indebtedness of any Guarantor unless such Indebtedness is at least as subordinated to the Notes and the Guarantees, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.11, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrencean"incurrence"), any Indebtedness (including or issue any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or issuance of Disqualified Capital Stock and (yii) on the date of such incurrence or issuance (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or issuance of Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), then: (1) then the Company may incur such Indebtedness or issue Disqualified Capital Stock and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations shall not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor of Purchase Money Indebtedness pursuant to on or after the Credit Agreement in an Issue Date; provided, that (i) the aggregate principal amount of such Indebtedness incurred on or after the Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) shall not exceed $25.0 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Guarantor, as applicable, of the property so purchased, leased or financed; (b) if no Event of Default shall have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness in an aggregate principal amount outstanding at any time (plus any Refinancing including Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 25.0 million; (c) the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding at any time (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) of $50.0 million, minus the amount of any such Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to reduce permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii) of the first paragraph of Section 4.13 herein 4.14 or (2ii) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness.Sale; (cd) the incurrence by the Company or any Guarantor of Existing Indebtedness; and (e) the incurrence by any Non-Recourse Subsidiary of Permitted Non-Recourse Vessel Indebtedness. Indebtedness (including or Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company, as applicable. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of the Company and the Parent or a SubsidiaryGuarantor unless, by its terms, such Indebtedness is subordinate to the same extent in right of payment to the Notes or the Guarantee, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, , (a) the Company shall not and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective the Company's Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, and and (y2) on the date of such incurrence (the "Incurrence Date"), the Company's Consolidated Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of "Consolidated Coverage Ratio, ," the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "Debt Incurrence Ratio"), then: (1) then the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, Stock and Acquired Indebtedness) and any Wholly Owned Subsidiary may incur Attributable Indebtedness to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiariesextent specifically permitted under Section 4.17(1)(a)(i) hereof. (b) The foregoing limitations of this Section 4.7 4.7(a) hereof shall not prohibit prohibit: (1) the Company's incurrence or the incurrence by any Guarantor Subsidiary of Purchase Money Indebtedness; provided, that; (i) the aggregate amount of such Indebtedness incurred pursuant to this Section 4.7(b)(1) (including any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $10 million per fiscal year beginning fiscal 2005; and (ii) such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Subsidiary (determined in accordance with GAAP), as applicable, of the property so purchased, constructed, improved or leased; (2) the Company's incurrence or the incurrence by any Subsidiary of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such IndebtednessSection 4.7(b)(2) of up to $175 420 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein hereof or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or Sale; (3) the Company's Subsidiaries continues incurrence or the incurrence by any Subsidiary of Indebtedness represented by Capitalized Lease Obligations in an aggregate amount incurred and outstanding at any time pursuant to be an obligor under this Section 4.7(b)(3) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person up to $30 million; provided, that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Subsidiary (determined in accordance with GAAP), as applicable, of the property leased pursuant thereto; or (4) if no Event of Default shall have occurred and be deemed continuing, the incurrence by the Company of Indebtedness in an aggregate amount incurred and outstanding at any time pursuant to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.4.7(b)

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness; and (2) on the date of such incurrence (the "Incurrence Date"), and (y) the Consolidated Company's Interest Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Interest Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "Debt Incurrence Ratio"), then: (1) ; then the Company and the Parent and their respective Subsidiaries Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), foregoing limitations of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations first paragraph of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) paragraph (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, 22,500,000 minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (a) of the second paragraph of Section 4.13 herein hereof or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors Company nor any the Parent's or the Company's Subsidiaries such Guarantor continues to be an obligor under such Indebtedness. (c) . Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary one of the Company's Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary one of either or both of the Company and the Parent its Subsidiaries shall be deemed to have been incurred at the time such 50 Person becomes or is designated a Subsidiary of either or both one of the Company and the Parent Company's Subsidiaries or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, one of its Subsidiaries as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both by a Guarantor of the Company or the Parent Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture (other than Indebtedness incurred pursuant to clause (b) of the definition of Permitted Indebtedness) issued at the time such Indebtedness was incurred or, or if later, later at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall Guarantor will not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtednessincurrence, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions. Notwithstanding anything contained herein to the contrary, the Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, incur any Indebtedness that is contractually subordinate in right of payment to any of the Company's other Indebtedness or the other Indebtedness of any Guarantor unless such Indebtedness is at least as contractually subordinate in right of payment to the Notes and the Guarantees, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.10, the Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence foregoing: (the "Incurrence Date"), a) if (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Leverage Ratio of the Parent for Company as of the end of the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Leverage Ratio, the use of proceeds thereof, would be at least 2.00 not exceed 6.5 to 1.00 l from the Issue Date to and including the third anniversary of the Issue Date, 6.25 to 1 from the third anniversary of the Issue Date to and including the fifth anniversary thereof, and 6.0 to 1 thereafter (the each, a "Debt Incurrence Ratio"), then:then the Company may incur such Indebtedness or Disqualified Capital Stock; (1b) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness evidenced by the Securities and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and represented by the receipt and application of proceeds therefrom, Indenture up to the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock amounts specified therein as of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; anddate thereof; (2c) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Purchase Money Indebtedness (including Disqualified Capital Stock)any Indebtedness issued to refinance, ifreplace or refund such Indebtedness) on or after the Issue Date, after giving effectPROVIDED, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, that (i) the aggregate amount of all outstanding Secured such Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of incurred on or after the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (c) shall not exceed $10 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary, as applicable, of the property so purchased or leased; (d) the Company and the Subsidiaries, as applicable, may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a), (b) and (plus any c) of this Section 4.10 or which is outstanding on the Issue Date so long as, in the case of Refinancing Indebtedness which is not Senior Debt, such Refinancing Indebtedness is secured only by the assets that secured the Indebtedness so refinanced; (e) the Company and the Subsidiaries may incur Permitted Indebtedness; (f) Indebtedness incurred pursuant to retire, defease, the Credit Agreement up to an aggregate amount outstanding (including any Indebtedness issued to refinance, refund or replace or refund such Indebtedness) of up at any time not to exceed $175 million, 300 million minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to and plus any such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness.constituting Interest Swap and Hedging Obligations; (cg) other Indebtedness (including of the Company or its Subsidiaries not to exceed $25 million at any time outstanding, of which only $10 million may be incurred by Subsidiaries. Indebtedness or Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, as applicable. For purposes of determining amounts of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of under this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.Section

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisitionacquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on foregoing: (a) the date of such incurrence Company and its Subsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (the "Incurrence Date"), (xi) if no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of IndebtednessSubordinated Indebtedness or Disqualified Capital Stock, and (yii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Subordinated Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereofor Disqualified Capital Stock, would be at least 2.00 2.5 to 1.00 1, and (iii) in an aggregate principal amount of up to $50 million if, on the "Debt Incurrence Ratio")Date, then:the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (1b) the Company and the Parent and their respective its Subsidiaries may incur (i) Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), evidenced by the Notes (including Disqualified Capital Stockthe issuance of Secondary Securities in lieu of cash interest payments pursuant to the terms of this Indenture) ifand represented by this Indenture up to the amounts specified herein and therein as of the date hereof and thereof and (ii) Indebtedness evidenced by the Contingent Notes and represented by the Contingent Notes Indenture up to the amounts specified therein as of the date thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million (the "FF&E Basket") during the period from the Issue Date until the third anniversary of the Casino Opening Date; on the third anniversary of the Casino Opening Date, after giving effect to, on a pro forma basis, such incurrence the FF&E Basket shall increase by $2,000,000; and the receipt and application FF&E Basket shall increase by an additional $2,000,000 on each subsequent anniversary of proceeds therefromthe Casino Opening Date; provided, however, that in each case the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Subsidiary may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to $175 million50 million in aggregate principal amount of Subordinated Indebtedness, minus in each case in respect of the Project Cost of a Project Expansion; (f) the Company and any Subsidiary may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e), (h), (i), (o) and (p) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company and any Subsidiary may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $20,000,000, (iii) the Tranche A-3 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $121,500,000 (in each case, less the amount of any such Indebtedness (1) retired with permanent reductions in the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding principal amounts or the commitments with respect to such Indebtedness thereunder pursuant to Section 4.13 herein 5.14); (i) the Company and any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (including without limitation under the Completion Loan Agreement), the HET Loan Guaranty and the Indemnity Agreement or arising as a result of any payment made thereunder; (2j) assumed by a transferee the Company and any Subsidiary may defer and accrue all fees and all other amounts owing under the Management Agreement and the Credit Enhancement Fee Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an Asset Sale so long aggregate principal amount outstanding at any time not to exceed $22,500,000 (excluding accrued and unpaid interest); (n) the Company and its Subsidiaries may incur Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,500,000 and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments thereon in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Subsidiary may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty Documents or Minimum Payment Guaranty Obligations; and (p) the Company and any Subsidiary may incur Indebtedness which constitutes Protective Advances (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement. Notwithstanding the other provisions of this covenant, neither the Company, Company nor any of Guarantors nor its Subsidiaries may incur any the Parent's Indebtedness or the Company's Subsidiaries continues issue any Disqualified Capital Stock pursuant to be an obligor under such Indebtedness. clause (a), (c) Indebtedness or (including Disqualified Capital Stocke) of any Person that is outstanding at until the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent Casino Completion Date shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred occurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsIndenture.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.7covenant, the Company Issuers and the Parent shall Guarantors, if any, will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than except Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), then: (1) then the Company Issuers and the Parent and their respective Subsidiaries Guarantors, if any, may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including or Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding . Acquired Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal shall be deemed to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount have been incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time the person who incurred such Person Indebtedness becomes a Subsidiary of either of the Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent Issuers or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a SubsidiaryIssuers, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.10, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guarantyguarantee, incur, create, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be (a) with respect to the incurrence of such Indebtedness or Disqualified Capital Stock, on or prior to August 1, 1999 at least 2.00 2.0 to 1.00 1.0, (b) with respect to the incurrence of such Indebtedness or Disqualified Capital Stock after August 1, 1999, at least 2.25 to 1.0, and (c) with respect to the incurrence of such Indebtedness by Aeromet at any time, at least 2.5 to 1.0 (as applicable, each the "Debt Incurrence Ratio"), then: (1) then the Company may incur such Indebtedness or Disqualified Capital Stock and the Parent and their respective Subsidiaries may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations will not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor Subsidiary of Bank Indebtedness pursuant up to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time pursuant to this clause thereunder (b) (plus including any Refinancing Indebtedness and other Indebtedness incurred to retire, defease, refinance, replace replace, defease or refund such Indebtedness) of up not to exceed in the aggregate $175 15.0 million, minus the amount of any such Bank Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Bank Indebtedness pursuant to Section 4.13 herein 4.08 hereof or (2ii) assumed by a transferee in an Asset Sale so long as neither Sale; provided that the Company, any aggregate principal amount of Guarantors nor any Bank Indebtedness of Foreign Subsidiaries outstanding under this provision shall not exceed $7.5 million; (b) the Parent's or the Company's Subsidiaries continues to be an obligor under such Existing Indebtedness.; or (c) the incurrence by the Company or any of its Subsidiaries of Interest Swap and Hedging Obligations that are incurred with respect to any Bank Indebtedness (including that is permitted by this Indenture to be incurred. Indebtedness or Disqualified Capital Stock) Stock of any Person that person which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)as applicable. Upon each incurrence of Indebtedness, the Company may designate pursuant to under which provision of this Section 4.7 Indenture such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not should be deemed to have been so incurred or outstanding under any such provision and no other provision of this Section 4.7, Indenture except as stated otherwise in the foregoing provisionsspecifically provided otherwise.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Indebtedness(including Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the Consolidated Coverage Ratio date of such incurrence (the Parent for the Reference Period immediately preceding the "Incurrence Date"), after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, or Disqualified Capital Stock and the use of proceeds thereof, would be at least 2.00 the Leverage Ratio shall not exceed 7.5 to 1.00 1 (the "Debt Incurrence Ratio"), then: (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including then the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured such Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including or Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations will not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor of its Subsidiaries of Purchase Money Indebtedness pursuant to on or after the Credit Agreement in an Issue Date, provided, that (i) the aggregate principal amount of such Indebtedness incurred on or after the Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) shall not exceed $15.0 million, and (ii) in each case, such Indebtedness as originally incurred shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary, as applicable, of the property so purchased or leased; (b) the incurrence by the Company or any Subsidiary of Indebtedness in an aggregate principal amount outstanding at any time (plus any Refinancing including Indebtedness incurred to retirerefinance, defeasereplace, or refund such Indebtedness) of up to $10.0 million (which may be incurred pursuant to the Credit Agreement); and (c) the incurrence by the Company or any Subsidiary of Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding at any time (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) of up to $175 175.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's Sale. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or Company, as applicable. Notwithstanding anything to the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of contrary contained in this Section 4.7). Upon each incurrence of IndebtednessIndenture, the Company may designate pursuant shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness that is contractually subordinate to which provision any other Indebtedness of this Section 4.7 the Company unless such Indebtedness is being incurred and at least as subordinate to the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsDebentures.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guarantyguarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition)to, or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness and (yii) on the date of such incurrence (the “Incurrence Date”), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 to 1.00 (the "“Debt Incurrence Ratio"”), then: (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including then the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary such Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall will not prohibit the Company's incurrence or apply to: (i) the incurrence by the Company or any Subsidiary of Purchase Money Indebtedness; provided that (A) the aggregate amount of such Indebtedness incurred and outstanding at any time pursuant to this paragraph (i) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $25,000,000 (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency), and (B) in each case, such Indebtedness shall not constitute more than 100% of the cost to the Company or to such Subsidiary (determined in accordance with GAAP), as applicable, of the property so purchased, constructed, improved or leased; (ii) the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bii) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million100,000,000 (or the equivalent thereof, minus at the time of incurrence, in the applicable foreign currencies); (iii) the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Facilities in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (iii) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $250,000,000; (iv) the incurrence by the Subsidiaries of the Company that are not Guarantors of Indebtedness so long as, immediately after giving effect thereto, the aggregate principal amount of any such Indebtedness incurred and outstanding pursuant to this clause (1iv) retired with (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) does not exceed 10% of the Net Cash Proceeds from consolidated total assets of the Company; (v) the incurrence by the Company of Indebtedness evidenced by the Notes issued on the Issue Date and the Exchange Notes issued pursuant to the Registration Rights Agreement; (vi) the incurrence by the Company or any Asset Sale applied to permanently reduce the outstanding amounts or the commitments of its Subsidiaries of Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock), described in clause (v) above or clause (xii) below, or incurred pursuant to the Debt Incurrence Ratio or which was refinanced pursuant to this clause (vi); (vii) the incurrence by the Company or any Guarantor of Indebtedness solely in respect of bankers’ acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money of others), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the industry of the Company; provided that the aggregate principal amount outstanding of such Indebtedness incurred pursuant to Section 4.13 herein this clause (vii) (including any Refinancing Indebtedness and any other Indebtedness issued to retire, refinance, refund, defease or replace such Indebtedness) shall at no time exceed $25,000,000; (2viii) assumed the incurrence by the Company or its Subsidiaries of Indebtedness represented by performance bonds and letters of credit for the account of the Company or any such Subsidiary, as the case may be, in order to provide security for Value Added Tax (VAT) or customs obligations under bonds posted to a transferee governmental authority, security for workers’ compensation claims and payment obligations in an Asset Sale so long as neither connection with self-insurance, in each case, that are incurred in the ordinary course of business in accordance with customary industry practice in amounts, and for the purposes, customary in the Company’s industry; (ix) the incurrence by the Company of Indebtedness owed to (and borrowed from) any Subsidiary of the Company, and the incurrence by any Subsidiary of Guarantors nor the Company of Indebtedness owed to (and borrowed from) any other Subsidiary of the Parent's Company or the Company's Subsidiaries continues ; provided that in any case where the Company is the obligor, such obligations shall be unsecured and contractually subordinated in all respects to the obligations of the Company pursuant to the Notes, and any event that causes such Subsidiary no longer to be a Subsidiary (including by designation to be an obligor under Unrestricted Subsidiary) shall be deemed to be a new incurrence subject to this Section 4.7; (x) the guarantee by any Subsidiary of the Company of Indebtedness of the Company or of another Subsidiary that was permitted to be incurred pursuant to this Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Subsidiary; provided that a Guarantor cannot guarantee debt of a Subsidiary that is not a Guarantor; (xi) the incurrence by the Company or its Subsidiaries of Interest Swap and Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness to which such Interest Swap and Hedging Obligation relates; (xii) the incurrence by the Company or its Subsidiaries of Existing Indebtedness; (xiii) the incurrence by the Company of Indebtedness arising from agreements of the Company or its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary of the Company otherwise permitted by this Indenture; (xiv) the accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock; provided that in each such case, that the amount thereof is included in Consolidated Fixed Charges of the Company as accrued; and (xv) the incurrence by the Company or its Subsidiaries of Indebtedness to the extent the proceeds thereof are used to purchase Notes and/or Existing Notes pursuant to a Change of Control Offer or an Alternate Offer. (c) Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only and to avoid duplication, subject to clause (a)(2) of this Section 4.7duplication only, a guarantee of Indebtedness of either the Company or both a Subsidiary of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, or if later, later at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall will not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtednessincurrence, the Company may designate pursuant to which the provision of this Section 4.7 pursuant to which such Indebtedness is being incurred and and, at the Company time of each subsequent incurrence in accordance with this Section 4.7, may subdivide an amount reclassify such item of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred (or outstanding under any other provision part thereof) in any manner that complies with the provisions of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.7covenant, the Company Issuers and the Parent shall Guarantors, if any, will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than except Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), then: (1) then the Company Issuers and the Parent and their respective Subsidiaries Guarantors, if any, may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including or Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding . Acquired Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal shall be deemed to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount have been incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time the person who incurred such Person Indebtedness becomes a Subsidiary of either of the Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent Issuers or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a SubsidiaryIssuers, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisitionacquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on foregoing: (a) the date of such incurrence Company and its Subsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (the "Incurrence Date"), (xi) if no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessSubordinated Indebtedness or Disqualified Capital Stock, and (yii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereofor Disqualified Capital Stock, would be at least 2.00 2.5 to 1.00 1, and (iii) in an aggregate principal amount of up to $50 million if, on the "Debt Incurrence Ratio")Date, then:the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (1b) the Company and the Parent and their respective its Subsidiaries may incur (i) Indebtedness evidenced by the Notes and represented by this Indenture as specified herein as of the dates hereof and (other than Secured ii) Indebtedness and Subsidiary Indebtedness), evidenced by the 8% Notes (including Disqualified Capital Stockthe issuance of additional 8% Notes in lieu of cash interest payments in accordance with the terms of the 8% Notes Indenture) ifand represented by the 8% Notes Indenture up to the amounts specified therein as of the date thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million (the "FF&E Basket") during the period from the Issue Date until the third anniversary of the Casino Opening Date; on the third anniversary of the Casino Opening Date, after giving effect to, on a pro forma basis, such incurrence the FF&E Basket shall increase by $2,000,000 and the receipt and application FF&E Basket shall increase by an additional $2,000,000 on each subsequent anniversary of proceeds therefromthe Casino Opening Date; provided, however, that in each case the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Subsidiary may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to $175 million50 million in aggregate principal amount of Subordinated Indebtedness, minus in each case in respect of the Project Cost of a Project Expansion; (f) the Company and any Subsidiary may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e) and (h) and (i) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company and any Guarantor may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $20,000,000, (iii) the Tranche A-3 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $121,500,000, (in each case, less the amount of any such Indebtedness (1) retired with permanent reductions in the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding principal amounts or the commitments with respect to such Indebtedness thereunder pursuant to Section 4.13 herein 5.14); (i) the Company and any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (including, without limitation, under the Completion Loan Agreement), the HET Loan Guaranty and the Indemnity Agreement or arising as a result of any payment made thereunder; (2j) assumed by a transferee the Company and any Subsidiary may accrue Management Fees and all other amounts owing under the Management Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Subordinated Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an Asset Sale so long aggregate principal amount outstanding at any time not to exceed $22,500,000; (n) the Company and its Subsidiaries may incur Subordinated Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,000,000, and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Subsidiary may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty Documents or Minimum Payment Guaranty Obligations; and (p) the Company and any Subsidiary may incur Indebtedness which constitutes Protective Advances (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement. Notwithstanding the other provisions of this covenant, neither the Company, Company nor any of Guarantors nor its Subsidiaries may incur any the Parent's Indebtedness or the Company's Subsidiaries continues issue any Disqualified Capital Stock pursuant to be an obligor under such Indebtedness. clause (a), (c) Indebtedness or (including Disqualified Capital Stocke) of any Person that is outstanding at until the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent Casino Completion Date shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred occurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsIndenture.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall Subsidiary Guarantors will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Indebtedness(including Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessIndebtedness (including, without duplication, guarantees of Indebtedness of the Company and the Subsidiary Guarantors otherwise permitted by the Indenture)or Disqualified Capital Stock and (yii) on the Consolidated Coverage Ratio date of such incurrence (the Parent for the Reference Period immediately preceding the "Incurrence Date"), after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, or Disqualified Capital Stock and the use of proceeds thereof, would be at least 2.00 the Leverage Ratio shall not exceed 7.0 to 1.00 1 (the "Debt Incurrence Ratio"), then: (1) then the Company and the Parent Subsidiary Guarantors may incur such Indebtedness or Disqualified Capital Stock and their respective the Subsidiaries may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including or Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom. In addition, the foregoing limitations will not apply to: (a) the incurrence by the Company or any Subsidiary Guarantor of Purchase Money Indebtedness on or after the Issue Date, provided, that (i) the aggregate principal amount of all such Indebtedness incurred on or after the Issue Date and outstanding at any time pursuant to this paragraph (a) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) shall not exceed $15.0 million, and Disqualified Capital Stock of (ii) in each case, such (b) the Parent and its Subsidiaries, including incurrence by the Company and its Subsidiariesor any Subsidiary Guarantor of Indebtedness in an aggregate principal amount outstanding at any time (including Indebtedness incurred to refinance, determined on a consolidated basisreplace, without duplication, is less than or equal refund such Indebtedness) of up to 65% of $10.0 million (which may be incurred pursuant to the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its SubsidiariesCredit Agreement); and (2c) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement in up to an aggregate principal amount incurred and outstanding at any time pursuant to this clause (b) (plus including any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 175.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's Sale. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. . Notwithstanding anything to the contrary contained in this Indenture, (di) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of the Subsidiary Guarantors each may guaranty Indebtedness of either or both of the Company or any other Subsidiary Guarantor that is permitted to be incurred under the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued Indenture, either at the time such Indebtedness was incurred Subsidiary Guarantor becomes a Guarantor of the Notes or, if later, at the time the guarantor thereof became a Company or such other Subsidiary Guarantor incurs such Indebtedness, and (ii) the Company may guaranty Indebtedness of any Subsidiary Guarantor permitted to be incurred under the Indenture. Notwithstanding anything to the contrary contained in this Indenture, the Company and the Subsidiary Guarantors shall not, and shall not permit any of their Subsidiaries to, incur any Indebtedness that is contractually subordinate to any other Indebtedness of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.Subsidiary

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent Issuers shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, create, issue, assume, guarantyguarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, the Issuers and their Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness) if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtednesssuch Indebtedness and (2) on the date of such incurrence (the “Incurrence Date”), and (y) the Consolidated Coverage Ratio of the Parent Holding and its Subsidiaries for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 1.8 to 1.00 (the "Debt Incurrence Ratio"), then: (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries1.0. (b) The foregoing limitations of this Section 4.7 shall 4.7(a) will not prohibit the Company's incurrence or the incurrence by any Guarantor The Wornick Company and its Subsidiaries of Indebtedness pursuant to the any Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (bSection 4.7(b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to the greater of (i) $175 million15,000,000, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither Sale, and (ii) the Companysum of (x) 85% of the net book value of accounts receivable of The Wornick Company and its Subsidiaries, and (y) 65% of the net book value of inventory of The Wornick Company and its Subsidiaries, in the case of each of clauses (ii)(x) and (y), determined in accordance with GAAP, and including accounts receivable and inventory acquired with the proceeds of the substantially concurrent incurrence of Indebtedness under any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such IndebtednessCredit Agreement. (c) Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary one of the Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either the Issuers or both one of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent their Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both one of the Company and the Parent Subsidiaries or is merged with or into or consolidated with either the Issuers or both one of the Company and the Parent or a Subsidiarytheir Subsidiaries, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee by the Issuers or one of Indebtedness of either or both their Subsidiaries of the Company or the Parent Issuers’ Indebtedness or of the Indebtedness of another Guarantor one of their Subsidiaries incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtedness, (i) the Company Issuers may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred (and the Company Issuers may later redesignate such Indebtedness), (ii) the Issuers may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in that all Indebtedness initially outstanding under the foregoing provisionsNotes and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7covenant, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2 to 1.00 1 (as applicable, each the "Debt Incurrence Ratio"), then: (1) then the Company may incur such Indebtedness or Disqualified Capital Stock and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations will not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor of Purchase Money Indebtedness, PROVIDED, that (i) the aggregate principal amount of such Indebtedness pursuant to incurred on or after the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Refinancing Indebtedness and other Indebtedness issued to refinance, replace, defease or refund such Indebtedness) shall not exceed $2.0 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Guarantor, as applicable, of the property so purchased or leased; (b) if no Event of Default shall have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness in an aggregate principal amount outstanding at any time (plus any including Refinancing Indebtedness and other Indebtedness incurred to retire, defease, refinance, replace replace, defease or refund such Indebtedness) of up to $175 5.0 million; (c) the incurrence by the Company or any Guarantor of Mortgage Indebtedness or Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding under the Credit Agreement or of Mortgage Indebtedness collectively (in each case including any Refinancing Indebtedness and other Indebtedness incurred to refinance, replace, defease or refund such Indebtedness) not to exceed in the aggregate $12.0 million, PROVIDED, THAT (A) in the case of Indebtedness pursuant to the Credit Agreement minus the amount of any such Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii) of the first paragraph of Section 4.13 herein 4.14 or (2ii) assumed by a transferee in an Asset Sale so long Sale, and (B) in the case of Mortgage Indebtedness such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Guarantor, as neither the Companyapplicable, any of Guarantors nor any the Parent's such mortgaged real estate asset. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)as applicable. Upon each incurrence of Indebtedness, the Company may designate pursuant to under which provision of this Section 4.7 covenant such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not should be deemed to have been so incurred or outstanding under any such provision and no other provision of this Section 4.7, covenant except as stated otherwise in the foregoing provisionsspecifically provided otherwise.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.10, the Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence foregoing: (the "Incurrence Date"), a) if (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro PRO forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Leverage Ratio of the Parent for Company as of the end of the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Leverage Ratio, the use of proceeds thereof, would be at least 2.00 not exceed 6.5 to 1.00 1 from the Issue Date to and including the third anniversary of the Issue Date, 6.25 to 1 from the third anniversary of the Issue Date to and including the fifth anniversary thereof, and 6.0 to 1 thereafter (the each, a "Debt Incurrence Ratio"), then:then the Company may incur such Indebtedness or Disqualified Capital Stock; (1b) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness evidenced by the Securities and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and represented by the receipt and application of proceeds therefrom, Indenture up to the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock amounts specified therein as of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; anddate thereof; (2c) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Purchase Money Indebtedness (including Disqualified Capital Stock)any Indebtedness issued to refinance, ifreplace or refund such Indebtedness) on or after the Issue Date, after giving effectPROVIDED, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, that (i) the aggregate amount of all outstanding Secured such Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of incurred on or after the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (c) shall not exceed $10 million, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary, as applicable, of the property so purchased or leased; (d) the Company and the Subsidiaries, as applicable, may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a), (b) and (plus any c) of this Section 4.10 or which is outstanding on the Issue Date so long as, in the case of Refinancing Indebtedness which is not Senior Debt, such Refinancing Indebtedness is secured only by the assets that secured the Indebtedness so refinanced; (e) the Company and the Subsidiaries may incur Permitted Indebtedness; (f) Indebtedness incurred pursuant to retire, defease, the Credit Agreement up to an aggregate amount outstanding (including any Indebtedness issued to refinance, refund or replace or refund such Indebtedness) of up at any time not to exceed $175 million, 300 million minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to and plus any such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness.constituting Interest Swap and Hedging Obligations; (cg) other Indebtedness (including of the Company or its Subsidiaries not to exceed $25 million at any time outstanding, of which only $10 million may be incurred by Subsidiaries. Indebtedness or Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, as applicable. For purposes of determining amounts of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of under this Section 4.7). Upon each incurrence 4.10, (i) Indebtedness resulting from security interests granted with respect to Indebtedness otherwise included in the determination of Indebtedness, and guarantees (and security interests with respect thereof) of, or obligations with respect to letters of credit supporting, Indebtedness otherwise included in the Company may designate pursuant to which provision determination of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed included in the determination of Indebtedness, (ii) any Liens permitted hereunder supporting Indebtedness otherwise included in the determination of Indebtedness shall not be included in the determination of Indebtedness and (iii) Indebtedness permitted under this Section 4.10 need not be permitted solely by reference to have been incurred one provision permitting such Indebtedness but may be permitted in part by reference to one such provision and in part by reference to one or outstanding under any more other provision provisions of this Section 4.74.10. For purposes of determining compliance with this Section 4.10, except as stated otherwise in the foregoing provisionsevent that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Company in its sole discretion shall classify such item of Indebtedness and shall only be required to include the amount and type of Indebtedness in one of such categories.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, , (a) the Company shall not and the Parent Subsidiary Guarantors shall not, and neither the Company nor the Parent Subsidiary Guarantors shall permit any of their respective the Company’s Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist after giving effect on occur as a pro forma basis to, consequence of such incurrence of Indebtedness, and and (y2) on the date of such incurrence (the “Incurrence Date”), the Company’s Consolidated Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, and the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "“Debt Incurrence Ratio"”), then: (1) then the Company and the Parent and their respective Subsidiaries Subsidiary Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 4.7(a) hereof shall not prohibit prohibit: (1) the Company's ’s incurrence or the incurrence by any Subsidiary Guarantor of Indebtedness pursuant to Purchase Money Indebtedness; provided, that; (i) the Credit Agreement in an aggregate amount of such Indebtedness incurred and outstanding at any time pursuant to this clause Section 4.7(b)(1) (bplus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $25.0 million; and (ii) in each case, such Indebtedness shall not constitute more than 100% of the Company’s cost or the cost to such Subsidiary Guarantor, (determined in accordance with GAAP in good faith by the Company’s Board of Directors), as applicable, of the property so purchased, constructed, improved or leased; (2) the Company’s incurrence or the incurrence by any Subsidiary Guarantor of Indebtedness in an aggregate amount outstanding at any time pursuant to this Section 4.7(b)(2) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 40.0 million; (3) the Company’s incurrence or the incurrence by any Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this Section 4.7(b)(3) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $400.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (24.13(b)(2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) hereof. Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary one of the Company’s Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both one of the Company and the Parent Company’s Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both one of the Company and the Parent Company’s Subsidiaries or is merged with or into or consolidated with either the Company or both one of the Company and the Parent or a SubsidiaryCompany’s Subsidiaries, as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of the Company’s Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Subsidiary Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for Indebtedness. For purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of determining compliance with this Section 4.7, except as stated otherwise in the foregoing provisionsevent that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or described in Sections 4.7(b)(1) – (3) hereof or is entitled to be incurred pursuant to Section 4.7(a) hereof, the Company shall, in the Company’s sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this Section 4.7.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness Funded Recourse Debt (including Acquired Indebtedness) or any Disqualified Capital Stock; provided that, notwithstanding the foregoing, (i) the Company may, and may permit any of its Subsidiaries to, incur Funded Recourse Debt (including Acquired Recourse Debt) or Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xA) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Funded Recourse Debt or Disqualified Capital Stock and the application of the proceeds therefrom and (yB) on the date of such incurrence (the "Incurrence Date"), the Consolidated Interest Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness Funded Recourse Debt or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Interest Coverage Ratio, the use of proceeds thereoftherefrom, would be at least 2.00 1.55 to 1.00 1.0 and (the "Debt Incurrence Ratio"), then: (1ii) the Company may, and the Parent and their respective may permit any of its Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basisincur any Permitted Recourse Debt (including, without duplicationlimitation, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2Secured Portfolio Debt) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations Company shall not, directly or indirectly, incur any unsecured Funded Recourse Debt unless such unsecured Funded Recourse Debt is subordinated in right of payment to payment of the Securities upon terms and conditions no less favorable to the Holders that the subordination provisions contained in Article XI of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such IndebtednessIndenture. (c) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, incur any unsecured Funded Recourse Debt which by its terms (or by the terms of any agreement covering such Funded Recourse Debt) is subordinated to any other Indebtedness of the Company unless such unsecured Funded Recourse Debt is also by its terms (including Disqualified Capital Stockor by the terms of any agreement covering such Funded Recourse Debt) made expressly subordinate to the Securities to the same extent and in the same manner as such unsecured Funded Recourse Debt is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured. (d) Indebtedness of any Person that which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.7covenant, the Company and the Parent shall its Subsidiaries will not, and neither the Company nor the Parent shall will not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding Not withstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.25 to 1.00 l (the "Debt Incurrence Ratio"), then: (1) then the Company may incur such Indebtedness or Disqualified Capital Stock and the Parent and their respective its Subsidiaries may incur such Indebtedness. Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and or Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that person which is outstanding at the time such Person person becomes a Subsidiary of the Company (including upon designation of any subsidiary Subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred Incurred at the time such Person person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), ) other than Permitted permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessIndebtedness (including, without duplication, guarantees of Indebtedness of Principal Subsidiary otherwise permitted by this Indenture) or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness (without duplication) or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, thereof would be at least 2.00 2.0 to 1.00 1 (the "Debt Incurrence Ratio") (it being understood that for purposes of determining such Debt Incurrence Ratio, the Notes, the Exchange Notes, and all interest thereon shall not be included), thenthen the Company may incur such Indebtedness or Disqualified Capital Stock and the Subsidiaries may incur such Indebtedness other than Disqualified Capital Stock. In addition, the foregoing limitations will not apply to: (a) the incurrence by the Company or any Subsidiary of Purchase Money Indebtedness on or after the Issue Date, provided, that (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate principal amount of all outstanding such Indebtedness and Disqualified Capital Stock of incurred on or after the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) shall not exceed $20.0 million, and (ii) in each case, such Indebtedness as originally incurred shall not constitute more than 100% of the cost (determined in accordance with GAAP) to Principal Subsidiary or such Subsidiary, as applicable, of the property so purchased or leased; (b) the incurrence by the Company or any Subsidiary of Indebtedness in an aggregate principal amount outstanding at any time (plus any Refinancing including Indebtedness incurred to retirerefinance, defeasereplace, or refund such Indebtedness) of up to $15.0 million (which may be incurred pursuant to the Credit Agreement); (c) the incurrence by the Company or any Subsidiary of Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding at any time (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) of up to $175 125.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable.Sale; and (d) Notwithstanding the incurrence by the Company of Indebtedness represented by Exchange Notes; provided, however, that at any other provision time the Company could not (except by reason of this Section 4.7, but only to avoid duplication, subject to clause (a)(2d)) incur the Indebtedness represented by the Exchange Notes under this Section 1008, any interest payment thereon shall be counted as a payment under clause (B)(ii) of this the penultimate paragraph of Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions1009.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.74.11, the Company and the Parent Subsidiary Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessIndebtedness (including, without duplication, guarantees of Indebtedness of the Company and the Subsidiary Guarantors otherwise permitted by this Indenture) or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness (without duplication) or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 l (the "Debt Incurrence Ratio"), thenthen the Company may incur such Indebtedness or Disqualified Capital Stock and the Subsidiary Guarantors may incur such Indebtedness other than Disqualified Capital Stock. In addition, the foregoing limitations shall not apply to: (1a) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Subsidiary Guarantor of Purchase Money Indebtedness pursuant to on or after the Credit Agreement in an Issue Date, provided, that (i) the aggregate principal amount of such Indebtedness incurred on or after the Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) shall not exceed $20.0 million, and (ii) in each case, such Indebtedness as originally incurred shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary Guarantor, as applicable, of the property so purchased or leased; (b) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount outstanding at any time (plus any Refinancing including Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 15.0 million (which may be incurred pursuant to the Credit Agreement); and (c) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding at any time (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) of $125.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's Sale. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7covenant, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock and (including Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2 to 1.00 1 (as applicable, each the "Debt Incurrence Ratio"), then: (1) then the Company may incur such Indebtedness or Disqualified Capital Stock and the Parent and their respective Subsidiaries Guarantors may incur such Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations will not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor of Purchase Money Indebtedness, PROVIDED, that (i) the aggregate principal amount of such Indebtedness pursuant to incurred on or after the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Refinancing Indebtedness and other Indebtedness issued to refinance, replace, defease or refund such Indebtedness) shall not exceed $2,000,000, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Guarantor, as applicable, of the property so purchased or leased; (b) if no Event of Default shall have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness in an aggregate principal amount outstanding at any time (plus any including Refinancing Indebtedness and other Indebtedness incurred to retire, defease, refinance, replace replace, defease or refund such Indebtedness) of up to $175 million5,000,000; (c) the incurrence by the Company or any Guarantor of Mortgage Indebtedness or Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding under the Credit Agreement or of Mortgage Indebtedness collectively (in each case including any Refinancing Indebtedness and other Indebtedness incurred to refinance, replace, defease or refund such Indebtedness) not to exceed in the aggregate $12,000,000, PROVIDED, THAT (A) in the case of Indebtedness pursuant to the Credit Agreement minus the amount of any such Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (1)(b)(ii) of the first paragraph of Section 4.13 herein 4.14 or (2ii) assumed by a transferee in an Asset Sale so long Sale, and (B) in the case of Mortgage Indebtedness such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Guarantor, as neither the Companyapplicable, any of Guarantors nor any the Parent's such mortgaged real estate asset. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrenceCompany, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)as applicable. Upon each incurrence of Indebtedness, the Company may designate pursuant to under which provision of this Section 4.7 covenant such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not should be deemed to have been so incurred or outstanding under any such provision and no other provision of this Section 4.7, covenant except as stated otherwise in the foregoing provisionsspecifically provided otherwise.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible 40 for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness Funded Recourse Debt (including Acquired Indebtedness) or any Disqualified Capital Stock; provided that, notwithstanding the foregoing, (i) the Company may, and may permit any of its Subsidiaries to, incur Funded Recourse Debt (including Acquired Recourse Debt) or Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xA) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Funded Recourse Debt or Disqualified Capital Stock and the application of the proceeds therefrom and (yB) on the date of such incurrence (the "Incurrence Date"), the Consolidated Interest Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness Funded Recourse Debt or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Interest Coverage Ratio, the use of proceeds thereoftherefrom, would be at least 2.00 1.55 to 1.00 1.0 and (the "Debt Incurrence Ratio"), then: (1ii) the Company may, and the Parent and their respective may permit any of its Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basisincur any Permitted Recourse Debt (including, without duplicationlimitation, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital StockPortfolio Debt), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations Company shall not, directly or indirectly, incur any unsecured Funded Recourse Debt unless such unsecured Funded Recourse Debt is subordinated in right of payment to payment of the Securities upon terms and conditions no less favorable to the Holders that the subordination provisions contained in Article XI of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such IndebtednessIndenture. (c) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, incur any unsecured Funded Recourse Debt which by its terms (or by the terms of any agreement covering such Funded Recourse Debt) is subordinated to any other Indebtedness of the Company unless such unsecured Funded Recourse Debt is also by its terms (including Disqualified Capital Stockor by the terms of any agreement covering such Funded Recourse Debt) made expressly subordinate to the Securities to the same extent and in the same manner as such unsecured Funded Recourse Debt is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company. Unsecured Indebtedness is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured. (d) Indebtedness of any Person that which is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the The Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Indebtedness(including Acquired Indebtedness), ) other than Permitted Indebtedness. Notwithstanding the foregoing ifforegoing, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the Consolidated Coverage Ratio date of such incurrence (the Parent for the Reference Period immediately preceding the "Incurrence Date"), after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, or Disqualified Capital Stock and the use of proceeds thereof, would be at least 2.00 the Leverage Ratio shall not exceed 7.5 to 1.00 (the 1(the "Debt Incurrence Ratio"), then: (1) the Company and the Parent and their respective Subsidiaries may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including then the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured such Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including or Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom. In addition, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.foregoing limitations will not apply to: (ba) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by the Company or any Guarantor of its Subsidiaries of Purchase Money Indebtedness pursuant to on or after the Credit Agreement in an Issue Date, provided, that (i) the aggregate principal amount of such Indebtedness incurred on or after the Issue Date and outstanding at any time pursuant to this clause paragraph (a) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) shall not exceed $15.0 million, and (ii) in each case, such Indebtedness as originally incurred shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Subsidiary, as applicable, of the property so purchased or leased; (b) the incurrence by the Company or any Subsidiary of Indebtedness in an aggregate principal amount outstanding at any time (plus any Refinancing including Indebtedness incurred to retirerefinance, defeasereplace, or refund such Indebtedness) of up to $10.0 million (which may be incurred pursuant to the Credit Agreement); and (c) the incurrence by the Company or any Subsidiary of Indebtedness pursuant to the Credit Agreement up to an aggregate principal amount outstanding at any time (including any Indebtedness incurred to refinance, replace or refund such Indebtedness) of up to $175 175.0 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's Sale. Indebtedness or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) Stock of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or Company, as applicable. Notwithstanding anything to the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of contrary contained in this Section 4.7). Upon each incurrence of IndebtednessIndenture, the Company may designate pursuant shall not, and shall not permit any of its Subsidiaries to, incur any Indebtedness that is contractually subordinate to which provision any other Indebtedness of this Section 4.7 the Company unless such Indebtedness is being incurred and at least as subordinate to the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsDebentures.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisitionacquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on foregoing: (a) the date of such incurrence Company and its Subsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (the "Incurrence Date"), (xi) if no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma PRO FORMA basis to, such incurrence of IndebtednessSubordinated Indebtedness or Disqualified Capital Stock, and (yii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma PRO FORMA basis to such incurrence of such Subordinated Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereofor Disqualified Capital Stock, would be at least 2.00 2.5 to 1.00 1, and (iii) in an aggregate principal amount of up to $50 million if, on the "Debt Incurrence Ratio")Date, then:the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (1b) the Company and the Parent and their respective Subsidiaries Guarantors may incur (i) Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), evidenced by the Notes (including Disqualified Capital Stockthe issuance of Secondary Securities in lieu of cash interest payments pursuant to the terms of this Indenture) ifand represented by this Indenture up to the amounts specified herein and therein as of the date hereof and thereof and (ii) Indebtedness evidenced by the Contingent Notes and represented by the Contingent Notes Indenture up to the amounts specified therein as of the dates thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million, after giving effect toprovided, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, that in each case the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Guarantor may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to $175 million50 million in aggregate principal amount of Subordinated Indebtedness, minus in each case in respect of the Project Cost of a Project Expansion; (f) the Company and any Guarantor may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e) and (h) and (i) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company or any Guarantor may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loan in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loan in an aggregate principal amount outstanding at any time not to exceed $20,000,000, (iii) the Tranche A-3 Term Loan in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loan in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loan in an aggregate principal amount outstanding at any time not to exceed $105,000,000 (in each case, less the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied permanent reductions in amounts available to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness be borrowed thereunder pursuant to Section 4.13 herein 5.14); (i) the Company or any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (2including without limitation under the Completion Loan Agreement), the HET Loan Guarantee, the Indemnity Agreement and the Performance Bond Indemnity Agreement or arising as a result of any payment made thereunder; (j) assumed by a transferee the Company and any Subsidiary may accrue Management Fees and all other amounts owing under the Management Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under the Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Subordinated Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an Asset Sale so long as aggregate principal amount outstanding at any time not to exceed $10,000,000; (n) the Company and its Subsidiaries may incur Subordinated Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,000,000; and (ii) additional Junior Convertible Subordinated Debentures in lieu of cash interest payments in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Guarantor may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty including, without limitation, the HET/JCC Agreement. Notwithstanding the other provisions of this covenant, neither the Company, Company nor any of Guarantors nor its Subsidiaries may incur any the Parent's Indebtedness or the Company's Subsidiaries continues issue any Disqualified Capital Stock pursuant to be an obligor under such Indebtedness. clause (a), (c) Indebtedness or (including Disqualified Capital Stocke) of any Person that is outstanding at until the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent Casino Completion Date shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred occurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsIndenture.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing foregoing, if, on the date of such incurrence : (the "Incurrence Date"), (x1) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness; (2) on the date of such incurrence (the "Incurrence Date"), and (y) the Consolidated Company's Interest Coverage Ratio of the Parent for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Interest Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1.0 (the "Debt Incurrence Ratio"), then:; and (13) such Indebtedness is Subordinated Indebtedness or is Purchase Money Indebtedness that is permitted to be secured by a Lien pursuant to clause (i) of the definition of "Permitted Liens," then the Company and the Parent and their respective Subsidiaries Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital StockStock and Acquired Indebtedness), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) . Indebtedness (including Disqualified Capital Stock) of any Person that which is outstanding at the time such Person becomes a Subsidiary one of the Company's Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary one of either or both of the Company and the Parent its Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both one of the Company and the Parent Company's Subsidiaries or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, one of its Subsidiaries as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both by a Guarantor of the Company or the Parent Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued (other than guarantees with respect to Indebtedness incurred pursuant to clause (b) of the definition of Permitted Indebtedness made at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall Guarantor) will not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtednessincurrence, the Company may designate pursuant to which provision of this Section 4.7 (including which portion of the definition of Permitted Indebtedness) such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.74.7 (or other portion of the definition of Permitted Indebtedness) (except that all Indebtedness outstanding under the Credit Agreement on the original Issue Date shall be deemed to have been incurred pursuant to clause (f) of the definition of Permitted Indebtedness and all Indebtedness under the Notes, except as stated otherwise in the foregoing provisionsGuarantees and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition of Permitted Indebtedness).

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7, the Company and the Parent Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness. Notwithstanding the foregoing if, on the date of such incurrence if (the "Incurrence Date"), (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, and (yii) on the date of such incurrence (the “Incurrence Date”), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.25 to 1.00 1.0 (the "“Debt Incurrence Ratio"”), then: (1) then the Company and the Parent and their respective Subsidiaries Guarantors may incur Indebtedness (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stock) if, after giving effect to, on a pro forma basis, such incurrence and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock). In addition, if, after giving effect, on a pro forma basis, to such the foregoing limitations will not apply to: (a) the incurrence by the Company or any Subsidiary of Indebtedness and the receipt and application of proceeds therefrom, Purchase Money Indebtedness; provided that (i) the aggregate amount of all such Indebtedness incurred and outstanding Secured at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $15,000,000, and (ii) in each case, such Indebtedness shall not constitute more than 100% of the Company’s cost or the cost to such Subsidiary Indebtedness (including Disqualified Capital Stockdetermined in accordance with GAAP in good faith by the Company), as applicable, of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock)property so purchased, including for purposes of Secured Indebtedness onlyacquired, the Secured Indebtedness of the Companyimproved, determined on a consolidated basis, without duplication, is less than constructed or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries.leased; (b) The foregoing limitations if no Event of this Section 4.7 Default shall not prohibit the Company's incurrence or have occurred and be continuing, the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $175 million10,000,000; (c) the incurrence by the Company or any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $151,000,000, minus the amount of any such Indebtedness (1i) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (w), (x), (y) or (z) of the first paragraph of Section 4.13 herein or (2ii) assumed by a transferee in an Asset Sale so long as to the extent that neither the Company, any of Guarantors Company nor any the Parent's or the Company's Subsidiaries Guarantor continues to be an obligor under such Indebtedness.; and (cd) the incurrence by a Foreign Subsidiary of Indebtedness in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (d) (plus any Refinancing Indebtedness incurred to refinance, retire, defease, refund or otherwise replace any such Indebtedness) of up to $25,000,000 (or the equivalent thereof, at the time of incurrence, in the applicable foreign currencies). Indebtedness (including Disqualified Capital StockStock ) of any Person that which is outstanding at the time such Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated such a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either the Company or both a Subsidiary of the Company and the Parent or a SubsidiaryCompany, as applicable. (d) . Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor a Guarantor, incurred in accordance with the terms of this Indenture (other than Indebtedness incurred pursuant to clause (a) of this Section 4.7) issued at the time such Indebtedness was incurred or, or if later, later at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall Guarantor, will not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7)Indebtedness. Upon each incurrence of Indebtednessincurrence, the Company may designate (and later redesignate) pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate (and later redesignate) more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions. Notwithstanding anything contained herein to the contrary, the Company will not and the Guarantors will not, and neither the Company nor the Guarantors will permit any of the Company’s Subsidiaries to, incur any Indebtedness that is contractually subordinated to any of the Company’s other Indebtedness or the other Indebtedness of any Guarantor unless such Indebtedness is at least as subordinated to the Notes and the Guarantees, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth in this Section 4.7below, the Company and the Parent shall will not, and neither the Company nor the Parent shall will not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisitionacquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness (including or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on foregoing: (a) the date of such incurrence Company and its Subsidiaries may incur Subordinated Indebtedness and Disqualified Capital Stock (the "Incurrence Date"), (xi) if no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of IndebtednessSubordinated Indebtedness or Disqualified Capital Stock, and (yii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereofor Disqualified Capital Stock, would be at least 2.00 2.5 to 1.00 1, and (iii) in an aggregate principal amount of up to $50 million if, on the "Debt Incurrence Ratio")Date, then:the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (1b) the Company and the Parent and their respective its Subsidiaries may incur (i) Indebtedness evidenced by the Notes and represented by this Indenture as specified herein as of the date hereof and (other than Secured ii) Indebtedness and Subsidiary Indebtedness), evidenced by the 8% Notes (including Disqualified Capital Stockthe issuance of additional 8% Notes in lieu of cash interest payments in accordance with the terms of the 8% Notes Indenture) ifand represented by the 8% Notes Indenture up to the amounts specified therein as of the date thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million (the "FF&E Basket") during the period from the Issue Date until the third anniversary of the Casino Opening Date; on the third anniversary of the Casino Opening Date, after giving effect to, on a pro forma basis, such incurrence the FF&E Basket shall increase by $2,000,000 and the receipt and application FF&E Basket shall increase by an additional $2,000,000 on each subsequent anniversary of proceeds therefromthe Casino Opening Date; provided, however, that in each case the aggregate amount of all outstanding Indebtedness and Disqualified Capital Stock of the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the cost to the Company and such Subsidiary of such item of FF&E so purchased or leased; (d) the Company and any Subsidiary may incur Indebtedness the proceeds of which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (ii) up to $175 million50 million in aggregate principal amount of Subordinated Indebtedness, minus in each case in respect of the Project Cost of a Project Expansion; (f) the Company and any Subsidiary may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e), (h), (i), (o) and (p) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may incur Permitted Indebtedness; (h) the Company and any Subsidiary may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $20,000,000, (iii) the Tranche A-3 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $121,500,000, (in each case, less the amount of any such Indebtedness (1) retired with permanent reductions in the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding principal amounts or the commitments with respect to such Indebtedness thereunder pursuant to Section 4.13 herein 5.14); (i) the Company and any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (including, without limitation, under the Completion Loan Agreement), the HET Loan Guaranty and the Indemnity Agreement or arising as a result of any payment made thereunder; (2j) assumed by a transferee the Company and any Subsidiary may defer and accrue all fees and all other amounts owing under the Management Agreement and the Credit Enhancement Fee Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an Asset Sale so long aggregate principal amount outstanding at any time not to exceed $22,500,000 (excluding accrued and unpaid interest); (n) the Company and its Subsidiaries may incur Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,500,000 and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments thereon in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Subsidiary may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty Documents or Minimum Payment Guaranty Obligations; and (p) the Company and any Subsidiary may incur Indebtedness which constitutes Protective Advances (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement. Notwithstanding the other provisions of this covenant, neither the Company, Company nor any of Guarantors nor its Subsidiaries may incur any the Parent's Indebtedness or the Company's Subsidiaries continues issue any Disqualified Capital Stock pursuant to be an obligor under such Indebtedness. clause (a), (c) Indebtedness or (including Disqualified Capital Stocke) of any Person that is outstanding at until the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent Casino Completion Date shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred occurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions (other than clause (a)(2) of this Section 4.7). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisionsIndenture.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. (a) Except as set forth below in this Section 4.74.10, the Company Issuer and the Parent Subsidiary Guarantors shall not, and neither the Company nor the Parent shall not permit any of their respective its Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition)to, extend the maturity or otherwise become responsible for, contingently or otherwise otherwise, (individually and collectively, to "incur" or, or as appropriate, an "incurrence"), ) any Indebtedness (including Acquisition Indebtedness) or any Disqualified Capital Stock from and Acquired Indebtedness), other than Permitted Indebtednessafter the Issue Date. Notwithstanding the foregoing if, on the date of such incurrence foregoing: (the "Incurrence Date"), a) if (xi) no Default or Event of Default shall have occurred and be continuing at the time of, or would exist occur after giving effect on a pro forma basis to, such incurrence of Indebtedness, Indebtedness or Disqualified Capital Stock and (yii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Parent Issuer for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.00 2.0 to 1.00 1 (the "Debt Incurrence Ratio"), then:then the Issuer may incur such Indebtedness or Disqualified Capital Stock and the Subsidiary Guarantors may incur such Indebtedness provided that no Guarantee may be incurred pursuant to this paragraph unless the guaranteed Indebtedness is incurred by the Company or a Subsidiary Guarantor pursuant to this paragraph; (1b) the Company Issuer and the Parent and their respective Subsidiaries Subsidiary Guarantors may incur Indebtedness evidenced by the Notes (other than Secured Indebtedness and Subsidiary Indebtedness), (including Disqualified Capital Stockany related Guarantees) if, after giving effect to, on a pro forma basis, such incurrence issued as of the original Issue Date and the receipt Exchange Notes (and application of proceeds therefromany related Guarantees) issued in exchange therefor; (c) the Issuer and the Subsidiary Guarantors may incur Purchase Money Indebtedness on or after the Issue Date, provided, that (i) the aggregate amount of all outstanding such Indebtedness and Disqualified Capital Stock of incurred on or after the Parent and its Subsidiaries, including the Company and its Subsidiaries, determined on a consolidated basis, without duplication, is less than or equal to 65% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries; and (2) the Company and the Parent and their respective Subsidiaries may incur Secured Indebtedness and the Parent's Subsidiaries, excluding the Company but including the Company's Subsidiaries, may incur Subsidiary Indebtedness (including Disqualified Capital Stock), if, after giving effect, on a pro forma basis, to such incurrence of Indebtedness and the receipt and application of proceeds therefrom, the aggregate amount of all outstanding Secured Indebtedness and Subsidiary Indebtedness (including Disqualified Capital Stock), of the Parent and its Subsidiaries (including outstanding amounts of Refinancing Indebtedness in respect of Secured Indebtedness and Subsidiary Indebtedness and Disqualified Capital Stock), including for purposes of Secured Indebtedness only, the Secured Indebtedness of the Company, determined on a consolidated basis, without duplication, is less than or equal to 45% of the Adjusted Total Assets of the Parent and its Subsidiaries, including the Company and its Subsidiaries. (b) The foregoing limitations of this Section 4.7 shall not prohibit the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred Issue Date and outstanding at any time pursuant to this clause paragraph (bc) (plus including any Refinancing Indebtedness incurred issued to retire, defease, refinance, replace replace, defease or refund such Indebtedness) of up to $175 million, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to Section 4.13 herein or (2) assumed by a transferee in an Asset Sale so long as neither the Company, any of Guarantors nor any the Parent's or the Company's Subsidiaries continues to be an obligor under such Indebtedness. (c) Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes a Subsidiary (including upon designation of any subsidiary or other Person as a Subsidiary) of either or both of the Company or the Parent or is merged with or into or consolidated with either or both of the Company or the Parent or a Subsidiary of either or both of the Company and the Parent shall be deemed to have been incurred at the time such Person becomes or is designated a Subsidiary of either or both of the Company and the Parent or is merged with or into or consolidated with either or both of the Company and the Parent or a Subsidiary, as applicable. (d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, subject to clause (a)(2) of this Section 4.7, a guarantee of Indebtedness of either or both of the Company or the Parent or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such Indebtedness was incurred or, if later, at the time the guarantor thereof became a Subsidiary of the Company or the Parent shall not constitute a separate incurrence, or amount outstanding, of Indebtedness for purposes of the foregoing provisions exceed (other than clause A) $35,000,000 plus (a)(2) of this Section 4.7B). Upon each incurrence of Indebtedness, the Company may designate pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7, except as stated otherwise in the foregoing provisions.