Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (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 Guarantor may incur Indebtedness if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (other than Permitted Indebtedness); provided, howeverhow- ever, 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 of its Restricted Subsidiaries that is, or, upon such incurrence becomes, a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 2.00 to 1.0 prior to August 11.00. (b) Notwithstanding the preceding paragraph above, 1999 and 2.25 to 1.0 thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event and the Guarantors will not incur any Indebtedness which if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) is subordinated payment to any other Indebtedness of the Company or such Guarantor, as and the case may beGuarantors, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) made expressly subordinate payment to the Securities or the Guarantees, as the case may be, Notes to the same extent and in the same manner as such Indebtedness is subordinatedsubordinated to other Indebtedness of the Company and the Guarantors.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (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 of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 11.0. (b) The Company will not, 1999 and 2.25 to 1.0 thereafter. Neither the Company nor will not permit any Guarantor will, to directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities Notes or the Guaranteesapplicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinatedsubordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, 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") any Indebtedness ----- (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 of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not and will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 if such incurrence is on or prior to November 1, 2000 and 2.5 and 1.0 if such incurrence is thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, 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") any Indebtedness ----- (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 of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not and will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 if such incur- rence is on or prior to November 1, 2000 and 2.5 to 1.0 if such incurrence is thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (other than Permitted Indebtedness); provided, however, provided 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 incurring any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness if (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness, and after giving effect to the incurrence thereofof such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or and its Restricted Subsidiaries for the most recently ended four fiscal quarters would be greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 thereafter1.0. Neither the Company nor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms The principal amount of any agreement governing such Refinancing Indebtedness) , if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the Refinancing Indebtedness is subordinated to any other Indebtedness denominated that is in effect on the date of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinatedrefinancing.

Limitation on Incurrence of Additional Indebtedness. (1) The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (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 of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 2.5 to 1.0 prior to August 1, 1999 1.0. (2) The Company and 2.25 to 1.0 thereafter. Neither the Company nor any Restricted Subsidiary that is a Guarantor will, directly or indirectly, in any event will not incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) that is expressly subordinated to any other senior Indebtedness of the Company or any such Guarantor, as the case may be, Guarantor unless such Indebtedness is also by its terms (or by expressly subordinated on the terms of any agreement governing such Indebtedness) made expressly subordinate same basis to the Securities Notes or the any such Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, 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"”) any Indebtedness (other than Permitted Indebtedness); provided. Notwithstanding the foregoing, 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 Guarantor and its Restricted Subsidiaries may incur Indebtedness if on (including, without limitation, Acquired Indebtedness) so long as such incurrence would not cause the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Company’s Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater be less than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 thereafteron the date of such incurrence. Neither the The Company nor will not, and will not permit any Guarantor willto, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities Notes or the Guaranteesapplicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinatedsubordinated to other Indebtedness of the Company or such Guarantor.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, 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") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, 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 Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 2.00 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 thereafter1.00. Neither the The Company nor any Guarantor willwill not, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, Notes to the same extent and in the same manner as such Indebtedness is subordinatedsubordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company.

Limitation on Incurrence of Additional Indebtedness. The Company will (a) Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, 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") incur any Indebtedness (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 56 -49- such Indebtedness, the Company or any Guarantor Issuer may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than (i) 2.0 to 1.0 if such incurrence occurs on or prior to August 1, 1999 the third anniversary of the Issue Date and (ii) 2.25 to 1.0 if such incurrence occurs thereafter. Neither . (b) Notwithstanding the Company nor foregoing, Issuer shall not, and shall not permit any Guarantor willto, directly or indirectly, in any event incur any Indebtedness which that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) is subordinated to any other Indebtedness of the Company Issuer or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any the agreement or instrument governing such Indebtedness) made expressly subordinate subordinated to the Securities Notes or the GuaranteesGuarantee of such Guarantor, as the case may beapplicable, to at least the same extent and in the same manner as such Indebtedness is subordinatedsubordinated to such other Indebtedness of Issuer or such Guarantor, as applicable.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (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 Guarantor and its Restricted Subsidiaries which are Guarantors may incur Indebtedness if (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 1, 1999 1.0. (b) The Company and 2.25 to 1.0 thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event its Restricted Subsidiaries shall not incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) that is subordinated to any other Pari Passu Indebtedness of the Company or such Guarantor, as the case may be, its Restricted Subsidiaries that are Guarantors unless such Indebtedness is also by its terms (or by subordinated on the terms of any agreement governing such Indebtedness) made expressly subordinate same basis to the Securities Notes or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinatedrespectively.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, 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") any Indebtedness ----- (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 of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not and will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 if such incurrence is on or prior to November 1, 2000 and 2.5 to 1.0 if such incurrence is thereafter. Neither the Company nor any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the Guarantees, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated.-52-

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, 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") any Indebtedness (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, (i) the Company or any Guarantor may incur Indebtedness if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than or equal to or greater than 2.0 to 1.0 prior to August 1, 1999 and 2.25 to 1.0 thereafter. Neither the Company nor (ii) any Guarantor will, directly or indirectly, in any event incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness Restricted Subsidiary of the Company or such Guarantor, as may incur Indebtedness if on the case may be, unless such Indebtedness is also by its terms (or by date of the terms incurrence of any agreement governing such Indebtedness) made expressly subordinate , after giving effect to the Securities incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than or equal to 2.5 to 1.0; and provided, further, that accrual of interest, the Guarantees, as accretion of accreted value and the case may be, to the same extent and payment of interest in the same manner as such form of additional interest shall not be deemed an incurrence of Indebtedness is subordinatedfor purposes of this Section 4.