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

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 500.0 million and (y) 8.07.5% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may not later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that that, by its terms, is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” Indebtedness exceeds the greater of (x) $600.0 500.0 million and (y) 8.05.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” , or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” Indebtedness and may not later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that that, by its terms, is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries Subsidiary may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, provided that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application issuance, more than an aggregate of proceeds thereof, the aggregate amount $75.0 million of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to would then be outstanding (other than Permitted Indebtedness (excluding Permited Indebtedness of the Issue Date pursuant to this Section 4.04, type contemplated by clause (2) and clause (138)(A)(x) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assetsthereof)). For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” , or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date such date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in Neither the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit Company nor any Guarantor towill, directly or indirectly, in any event incur any Indebtedness (including Acquired that, by its terms or by the terms of any agreement governing such Indebtedness) that , is both subordinated or junior pursuant to its terms in right of payment to any other Indebtedness of the Issuer Company or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated senior in right of payment to the Securities or any such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 575.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, provided that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the more than an aggregate amount of outstanding $150.0 million of Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to would then be outstanding (other than Permitted Indebtedness (excluding Permitted Indebtedness of the Issue Date pursuant to this Section 4.04, type contemplated by clause (2) and clause (138)(A)(x) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assetsthereof)). For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” ”, or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date such date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless Neither the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit nor any Guarantor towill, directly or indirectly, in any event incur any Indebtedness (including Acquired that, by its terms or by the terms of any agreement governing such Indebtedness) that , is both subordinated or junior pursuant to its terms in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated senior in right of payment to the Securities or any such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and the Company shall not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. The first paragraph of this Section 4.09 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): the incurrence by the Company or any Subsidiary Guarantor of Indebtedness under the Credit Agreement in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $400.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any Indebtedness incurred pursuant to this clause (1) (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.11 hereof; Existing Indebtedness; the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date hereof and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; the incurrence by the Company or any Subsidiary Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding; the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5) or (8) of this paragraph; the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Wholly Owned Restricted Subsidiaries; provided, however, that: if the Company or any Subsidiary Guarantor is subordinated or junior in right of payment to any Indebtedness of the Issuer or obligor on such GuarantorIndebtedness, as the case may be, and unless such Indebtedness is must be unsecured and expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and prior payment in the same manner as such Indebtedness is subordinated to other Indebtedness full in cash of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority all Obligations with respect to the same collateral.Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor;

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 800.0 million and (y) 8.0100.0% of the Company’s Total AssetsConsolidated EBITDA. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness other than (including Acquired Debt but not including Permitted Indebtedness Indebtedness), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtednessshares of preferred stock; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or and any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Debt), and any of the Restricted Subsidiaries Company may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Disqualified Stock, after giving effect to if the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least (a) 2.0 to 1 if such Indebtedness is incurred on or prior to June 15, 2001 and (b) 2.25 to 1 if such Indebtedness is incurred thereafter, determined on a pro forma basis (including a pro forma application of the Company is equal to net proceeds therefrom), as if the additional Indebtedness had been incurred, or greater than 2.0 to 1.0; providedthe Disqualified Stock had been issued, furtheras the case may be, that Restricted Subsidiaries (other than at the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to beginning of such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assetsfour-quarter period. For purposes of determining compliance with this Section 4.04, in the event that an item of proposed Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” , or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04covenant, the Company, in its sole discretion, Company will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtednesscovenant. Indebtedness under the term loan portion of the Credit Agreement Facilities outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially Issue Date shall be deemed to have been incurred on the Issue Date such date in reliance on the exception provided by clause (2i) of the definition of “"Permitted Indebtedness” and " in Article One. Subject to the other terms of the Indenture, any Indebtedness incurred in accordance with this covenant may later be reclassifiedincurred under the Credit Agreement. In additionFor purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the event an item case of Indebtedness term Indebtedness, or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04committed, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition case of “Permitted revolving credit Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) ; provided that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless if such Indebtedness is expressly subordinated incurred to refinance other Indebtedness denominated in right a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of payment such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the Securities or currencies in which such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Permitted Refinancing Indebtedness is subordinated to other Indebtedness denominated that is in effect on the date of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateralrefinancing.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness other than Permitted Indebtedness (including Acquired Debt) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred shares of preferred stock; provided that the Company and any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock (or other than Permitted Indebtedness; providedCapital Stock having preferential rights similar to preferred stock) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock (or other Capital Stock having preferential rights similar to preferred stock) is issued would have been at least 2.0 to 1, howeverdetermined on a pro forma basis (including a pro forma application of the net proceeds therefrom), that as if no Default such additional Indebtedness had been incurred, or Event of Default shall have occurred and be continuing such Disqualified Stock or preferred stock (or other Capital Stock having preferential rights similar to preferred stock) had been issued, as the case may be, at the time or as a consequence beginning of such four-quarter period. Notwithstanding the incurrence of any such Indebtednessforegoing, the provisions set forth in the immediately preceding paragraph will not prohibit the Company or any Restricted Subsidiary may to incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of proposed Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” , or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the CompanyCompany will, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement Facilities outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially Issue Date shall be deemed to have been incurred on the Issue Date such date in reliance on the exception provided by clause (21) of the definition of “"Permitted Indebtedness” and " in Section 1.01. Subject to the other terms of this Indenture, any Indebtedness incurred in accordance with this covenant may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph Credit Facilities. For purposes of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will "Acquired Debt" shall be deemed to have been incurred by the Company or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantorits Restricted Subsidiaries, as the case may be, and unless such Indebtedness at the time an acquired Person becomes a Restricted Subsidiary (or is expressly subordinated in right merged into the Company or any of payment to its Restricted Subsidiaries) or at the Securities or such Guarantor’s Guaranteetime of the acquisition of assets, as the case may be; and, to the extent and avoid duplication, guarantees, Liens, letters of credit or other obligations supporting Indebtedness otherwise included in the same manner as determination of any particular amount of Indebtedness under this Section 4.04 shall not be included. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is subordinated incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the Issuer or such Guarantorrefinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the case may be. For principal amount of such refinancing Indebtedness does not exceed the avoidance principal amount of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate between the currency in which such Permitted Refinancing Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect denominated and the currency applicable to the same collateralIndebtedness being refinanced that is in effect on the date of such refinancing.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 550.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may not later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that that, by its terms, is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, incur directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur,” which term shall be deemed to include the entry into a committed revolving credit facility or agreement to increase in the amount of the revolving commitments thereunder, in each case, in an aggregate principal amount equal to the aggregate amount of all revolving commitments thereunder at the time of such entry or increase, as the case may be, and for the avoidance of doubt not the extension or issuance of individual loans or letters of credit thereunder) any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any and its Restricted Subsidiary Subsidiaries may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, if the Consolidated Fixed Charge Coverage Ratio of the Company for the Four Quarter Period for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso ifincurred will be, after giving pro forma effect to such the incurrence or issuance and application of proceeds thereof, greater than 2.00 to 1.00; provided further that the then outstanding aggregate principal amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior may be incurred pursuant to this Section 4.08(a) (plus any Refinancing Indebtedness in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1respect thereof) unsecured Indebtedness will by Non-Guarantor Subsidiaries shall not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateralexceed $30.0 million.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date such date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless Neither the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit nor any Guarantor towill, directly or indirectly, in any event incur any Indebtedness (including Acquired that, by its terms or by the terms of any agreement governing such Indebtedness) that , is both subordinated or junior pursuant to its terms in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated senior in right of payment to the Securities or any such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. (a) The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company Issuer or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Subsidiary Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Subsidiary Guarantors incurred subsequent pursuant to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” foregoing proviso exceeds the greater of (x) $600.0 325.0 million and (y) 8.010.0% of the CompanyIssuer’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater of (x) $600.0 500.0 million and (y) 8.05% of the Company’s Total Assets. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof, as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of “Permitted Indebtedness” and may not later be reclassified. In addition, in the event an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof) incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness.” The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that that, by its terms, is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.