Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, "incur" and collectively, an "incurrence" of) any Indebtedness (including Acquired Indebtedness) or any shares of Disqualified Stock; provided, however, that the Company may incur Indebtedness or issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such incurrence would have been at least 1.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, and the application of proceeds had occurred at the beginning of such four-quarter period.
(b) The foregoing limitations will not apply to:
(i) the incurrence by the Company of Indebtedness under the Senior Credit Facility and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $550 million outstanding at any one time;
(ii) any Real Estate Financing Transaction; provided, however, that the amount of Indebtedness outstanding under clause (i) above and this clause (ii) shall not in the aggregate exceed $550 million at any time outstanding;
(iii) the incurrence by the Company of Indebtedness represented by the Notes issued on the Issuance Date;
(iv) Existing Indebtedness (other than Indebtedness described in clauses (i) and (iii));
(v) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (v) (together with any Refinancing Indebtedness with respect thereto), does not exceed the greater of (x) $50 million or (y) 10% of Total A...
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 77 SECTION 6.02. Liens 82 SECTION 6.03. Restricted Payments 83 SECTION 6.04. Fundamental Changes 88 SECTION 6.05. Dispositions 90 SECTION 6.06. Transactions with Affiliates 91
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not directly or indirectly, including, but not limited to, through the provision of a guarantee or other credit support by the Issuer, Incur any Indebtedness or issue any shares of Disqualified Stock.
(b) The limitations set forth in Section 4.03(a) shall not apply to the following (“Permitted Indebtedness”):
(i) the Incurrence by the Issuer of Indebtedness represented by the Notes (including PIK Interest);
(ii) Indebtedness Incurred by the Issuer constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;
(iii) obligations pursuant to any unsecured guarantee of the obligations of any Subsidiary, including any guarantee made in connection with the Securitization Transactions, Tax Equity Transactions and the Warehouse Financings and any refinancings, amendments, replacements or substitutions thereof; provided, that, this clause shall not permit any guarantee or incurrence of Indebtedness for borrowed money;
(iv) Hedging Obligations of the Issuer that are not Incurred for speculative purposes;
(v) obligations (including reimbursement obligations with respect to letters of credit, bank guarantees warehouse receipts and similar instruments) in respect of tenders, statutory obligations, leases, governmental contracts, trade contracts, stay, performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by the Issuer in the ordinary course of business or consistent with past practice or industry practice;
(vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness is extinguished within five (5) Business Days of its Incurrence;
(vii) Indebtedness in respect of Obligations of the Issuer to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that, such obligations are incurred in connection with open accounts extended by suppliers on customary trade ...
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 148 SECTION 6.02. Liens 154 SECTION 6.03. Restricted Payments 154 SECTION 6.04. Fundamental Changes 160 SECTION 6.05. Asset Sales 163 SECTION 6.06. Transactions with Affiliates 163 SECTION 6.07. Restrictive Agreements 166 SECTION 6.08. Business of the US Borrower and its Restricted Subsidiaries 167 SECTION 6.09. Modification of Junior Financing Documentation 167 SECTION 6.10. Financial Covenant 168 SECTION 6.11. Accounting Changes 169 ARTICLE VII Events of Default 169 SECTION 7.01. Events of Default 169
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. The Company shall not, and shall not permit any Restricted Subsidiary to, create, issue, assume, guarantee or in any manner become directly or indirectly liable for the payment of, or otherwise incur (collectively, "incur"), any Indebtedness (including Acquired Indebtedness and the issuance of Disqualified Stock), except that the Company or any Subsidiary Guarantor may incur Indebtedness if, at the time of such event, the Fixed Charge Coverage Ratio for the immediately preceding four full fiscal quarters for which internal financial statements are available, taken as one accounting period, would have been equal to at least 2.0 to 1.0.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided, that (i) at the time of any incurrence of the Indebtedness secured by Liens incurred under this clause (3), the Consolidated Net Secured Leverage Ratio shall not be greater than 5.00 to 1.00, or (ii) such Indebtedness is incurred to refinance Indebtedness previously incurred pursuant to this clause (3) (in which case the aggregate principal amount of such refinancing Indebtedness shall not exceed the aggregate principal amount of the Indebtedness being refinanced, plus accrued and unpaid interest, premium (including tender premium) and penalties thereon plus upfront fees, original issue discount, and other fees, expenses and debt issuance costs); provided, further, that an authorized representative of the holders of the Indebtedness secured by such junior-ranking Liens shall have entered into an intercreditor agreement with the Notes Collateral Agent on terms that are customary for such financings as determined by the Issuer in good faith reflecting the subordination of such junior-ranking Liens to the Liens securing the Notes; and
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and under clause (2) of the second paragraph thereunder. For purposes of determining compliance with this covenant, in the event that at the time a Lien (or any portion thereof) meets the criteria of more than one of the categories above or described in any of the clauses of the definition of “Permitted Liens,” the Issuer, in its sole discretion, will classify (and will be entitled to divide and classify) such Lien (or any portion thereof) among one or more categories and may later redivide or reclassify such Lien among such categories.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to backstop or collateralize such letters of credit; provided that the aggregate amount of any such de-posits made to the issuers of such letters of credit shall not exceed 105% of the face amount of such letters of credit;
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) Neither the Parent nor the Company shall, and they shall not permit any Restricted Subsidiary to, issue (1) any Indebtedness (other than the Indebtedness represented by the Senior Notes) or (2) any Disqualified Stock; provided, that (A) the Parent and the Company shall be permitted to issue such Indebtedness or such Disqualified Stock and (B) a Restricted Subsidiary shall be permitted to issue such Indebtedness if the Parent's Cash Flow Coverage Ratio for its four full fiscal quarters next preceding the date such additional Indebtedness is issued would have been at least 2.00 to 1 determined on a Pro Forma basis (including, for this purpose, any other Indebtedness incurred since the end of the applicable four quarter period) as if such additional Indebtedness and any other Indebtedness issued since the end of such four-quarter period had been issued at the beginning of such four-quarter period.
