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

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and 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 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 would have been greater than 2.25 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 2005. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of the definition of Permitted Indebtedness)

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and 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); providedPROVIDED, howeverHOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence incurrence of any such Indebtedness, the Company or any Guarantor may Incur incur Indebtedness if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.25 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 2005. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding sentence paragraph (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of the definition of Permitted Indebtedness).

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall will not, and shall 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 incurrence of any such Indebtedness, the Company or any Guarantor and its Restricted Subsidiaries may Incur incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been is greater than 1.75 to 1.0 on or before February 15, 2000, greater than 2.0 to 1.0 after February 15, 2000 and greater than 2.25 to 1.0 if such after February 15, 2002. For purposes of determining compliance with this Section, (i) in the event that an item of Indebtedness is incurred before January 1, 2005, or greater meets the criteria of more than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 2005. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test one of the preceding sentence types of Indebtedness permitted by this Section, the Company in its sole discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this Section or in one of the clauses of the definition of the term "Permitted Indebtedness," (including, without limitation, Indebtedness under the Senior Credit Facilityii) shall reduce the amount of Indebtedness issued at a price which may is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred pursuant to in connection with, or in contemplation of, any clause of transaction described in the definition of Permitted the term "Acquired Indebtedness" shall be deemed to have been incurred by the Company or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Per- son becomes such a Restricted Subsidiary (or is merged into the Company or such a Restricted Subsidiary) or at the time of the acquisition of assets, as the case may be, (iv) the maximum amount of Indebtedness (including, without limitation, Indebtedness under that the Senior Credit Facility Company and its Restricted Subsidiaries may incur pursuant to clause this Section shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies, and (2v) guarantees or Liens supporting Indebtedness permitted to be incurred under this Section may be issued or granted if otherwise issued or granted in accordance with the terms of the definition of Permitted Indebtedness)this Indenture.

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and 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”"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 incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may Incur 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 incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been is greater than (a) 2.25 to 1.0 1.0, if the date of such Indebtedness incurrence is incurred before January 1prior to December 15, 2005, 2001 or greater than (b) 2.5 to 1.0 1.0, if the date of such Indebtedness incurrence is incurred on or after January 1December 15, 20052001. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test For purposes of the preceding sentence (includingforegoing paragraph, without limitation, neither the accrual of interest nor the accretion of discount on Indebtedness under the Senior Credit Facility) shall reduce the amount be deemed to be an incurrence of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of the definition of Permitted Indebtedness).

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall will not, and shall will not cause or 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 (including, without limitation, Acquired 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 incurrence of any such Indebtedness, the Company or any Guarantor and its Restricted Subsidiaries may Incur incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been is greater than 2.25 2.50 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20051.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the next preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to included in calculating any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of limitation set forth in the definition of Permitted Indebtedness). Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company may, in its sole discretion, designate which provision such Indebtedness shall have been incurred under.

Limitation on Incurrence of Additional Indebtedness. (a) The Neither the Company shall notnor the Guarantor shall, and they shall not permit any of its their 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 incurrence of any such Indebtedness, the Company or any the Guarantor may Incur incur Indebtedness if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Leverage Ratio of the Company Company, the Guarantor and its Restricted Subsidiaries would not have been greater than 2.25 3.5 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20051.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Leverage Ratio test of the preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facility Facilities pursuant to clause (2) of the definition of “Permitted Indebtedness”).

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently con- tingently 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 incurrence of any such Indebtedness, the Company or Company, any Guarantor and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may Incur incur Indebtedness (including, without limitation, Acquired Indebtedness) if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been be greater than 2.25 2.0 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20051.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test tests of the preceding sentence paragraph (including, without limitation, Indebtedness under the Senior Credit FacilityAgreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility Agreement pursuant to clause (2) of the definition of "Permitted Indebtedness").

Limitation on Incurrence of Additional Indebtedness. (a) The Indenture shall provide that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, create, incur, assume, guarantee, acquire, acquire or become liable, contingently or otherwise, with respect to, or otherwise become responsible for the payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided. Notwithstanding the foregoing limitations, howeverthe Company and, that subject to compliance with the covenant "Guarantees by Restricted Subsidiaries." Restricted Subsidiaries may incur Indebtedness if (i) 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 if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence thereof, Indebtedness and (ii) the Consolidated Fixed Charge Coverage Ratio of the Company would have been Company, measured on the date of the incurrence of such Indebtedness, is greater than 2.25 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20052.0:1. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the next preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to included in calculating any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of limitation set forth in the definition of Permitted Indebtedness). Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company may in its sole discretion designate which provision such Indebtedness shall have been incurred under.

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and 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 or as a consequence of the Incurrence incurrence of any such Indebtedness, the Company or any Guarantor may Incur incur Indebtedness if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.25 2.00 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20051.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding sentence paragraph (including, without limitation, Indebtedness under the Senior Credit FacilityFacilities) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facility Facilities pursuant to clause (2) of the definition of “Permitted Indebtedness”).

Limitation on Incurrence of Additional Indebtedness. (a) The Company shall not, and 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 or as a consequence of the Incurrence incurrence of any such Indebtedness, the Company or any Guarantor may Incur incur Indebtedness if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.25 2.00 to 1.0 if such Indebtedness is incurred before January 1, 2005, or greater than 2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 20051.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding sentence paragraph (including, without limitation, Indebtedness under the Senior Credit FacilityFacilities) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility Facilities pursuant to clause (2) of the definition of Permitted Indebtedness).

Limitation on Incurrence of Additional Indebtedness. (a) The Except as set forth in this Section 4.10, the Company shall not, and 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); 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 incurrence of any such Indebtedness, the Company or any Guarantor may Incur incur Indebtedness (including, without limitation, Acquired Indebtedness), if on the date of the Incurrence incurrence of such Indebtedness, after giving effect to the Incurrence incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been is greater than 2.0 to 1.0 if such date of incurrence is on or prior to June 1, 2000 and greater than 2.25 to 1.0 if thereafter. For purposes of determining any particular amount of Indebtedness under this Section 4.10, (1) guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.11 of this Indenture shall not be treated as Indebtedness. Upon each incurrence of Indebtedness, the Company may designate under which provision of this Indenture such Indebtedness is being incurred before January 1, 2005, or greater than 2.5 to 1.0 if and such Indebtedness is should be deemed to have been so incurred on or after January 1, 2005. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test under such provision and no other provision of the preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facility) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to clause (2) of the definition of Permitted Indebtedness)this Indenture except as specifically provided otherwise.