Common use of Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries Clause in Contracts

Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to Incur, directly or indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness Incurred pursuant to the Credit Facility, together with the aggregate amount of all Indebtedness then outstanding and issued pursuant to clause (b)(i) of Section 4.13 above, not to exceed in outstanding principal amount the greater of (1) $950 million at any time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and (y) 50% of the consolidated book value of the inventory of the Company, in each case determined in accordance with GAAP; (ii) Indebtedness or Preferred Stock issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) of such Restricted Subsidiary; provided that after giving effect to the Incurrence of such Acquired Indebtedness, the Company could incur $1.00 of Indebtedness pursuant to paragraph (a) under Section 4.13; (iv) Indebtedness or Preferred Stock (other than any described in clause (i), (ii) or (iii)) outstanding on November 25, 2003 (including Guarantees in respect of the Existing Notes); (v) Refinancing Indebtedness Incurred in respect of Indebtedness or Preferred Stock referred to in clause (iii), (iv) or (ix) or this clause (v); provided, however, that to the extent such Refinancing Indebtedness Refinances Acquired Indebtedness or Preferred Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing Indebtedness shall be Incurred only by such Restricted Subsidiary; (vi) Obligations of a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Restricted Subsidiary that is permitted by the terms of this Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures Incurred by the Restricted Subsidiary in the ordinary course of its business and (C) commodity agreements of the Restricted Subsidiary to the extent entered into in the ordinary course of business to protect the Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (vii) Indebtedness consisting of the Subsidiary Guarantees (other than in respect of Additional Notes, except to the extent that such Additional Notes were permitted to be issued under Section 4.13); (viii) Indebtedness of any Restricted Subsidiary consisting of Obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets by any Restricted Subsidiary permitted under this Indenture; (ix) Capital Lease Obligations, Purchase Money Indebtedness and Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) in an aggregate principal amount not exceeding, together with the principal amount of Indebtedness Incurred pursuant to clause (b)(viii) of Section 4.13, $25 million at any one given time outstanding; (x) performance bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations incurred by a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) Floor Plan Guarantees; and (xii) Indebtedness and Preferred Stock in an aggregate principal amount which, together with any other Indebtedness or Preferred Stock of Restricted Subsidiaries then outstanding (other than Indebtedness or Preferred Stock permitted by clauses (i) through (xi) of this Section) does not exceed $25 million (less the amount of any Indebtedness then outstanding and Incurred pursuant to clause (b)(xiii) of Section 4.13).

Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to Incur, directly or indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness Incurred pursuant to the Credit Facility, together with the aggregate amount of all Indebtedness then outstanding and issued pursuant to clause (b)(i) of Section 4.13 above, not to exceed in outstanding principal amount the greater of (1) $950 million at any time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and (y) 50% of the consolidated book value of the inventory of the Company, in each case determined in accordance with GAAP; (ii) Indebtedness or Preferred Stock issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) of such Restricted Subsidiary; provided that after giving effect to the Incurrence of such Acquired Indebtedness, the Company could incur $1.00 of Indebtedness pursuant to paragraph (a) under Section 4.13; (iv) Indebtedness or Preferred Stock (other than any described in clause (i), (ii) or (iii)) outstanding on November 25December 17, 2003 2001 (including Guarantees in respect of the Existing Notes); (v) Refinancing Indebtedness Incurred in respect of Indebtedness or Preferred Stock referred to in clause (iii), (iv) or (ixx) or this clause (v); provided, however, that to the extent such Refinancing Indebtedness Refinances Acquired Indebtedness or Preferred Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing Indebtedness shall be Incurred only by such Restricted Subsidiary; (vi) Obligations of a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Restricted Subsidiary that is permitted by the terms of this Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures Incurred by the Restricted Subsidiary in the ordinary course of its business and (C) commodity agreements of the Restricted Subsidiary to the extent entered into in the ordinary course of business to protect the Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (vii) Indebtedness consisting of the Subsidiary Guarantees (other than in respect of Additional Notes, except to the extent that such Additional Notes were permitted to be issued under Section 4.13); (viii) Indebtedness of any Restricted Subsidiary consisting of Obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets by any Restricted Subsidiary permitted under this Indenture; (ix) Capital Lease Obligations, Purchase Money Indebtedness and Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) in an aggregate principal amount not exceeding, together with the principal amount of Indebtedness Incurred pursuant to clause (b)(viii) of Section 4.13, $25 15 million at any one given time outstanding; (x) performance bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations incurred by a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) Floor Plan Guarantees; and (xii) Indebtedness and Preferred Stock in an aggregate principal amount which, together with any other Indebtedness or Preferred Stock of Restricted Subsidiaries then outstanding (other than Indebtedness or Preferred Stock permitted by clauses (i) through (xi) of this Section) does not exceed $25 million (less the amount of any Indebtedness then outstanding and Incurred pursuant to clause (b)(xiiib)(xii) of Section 4.13).

Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary to Incur, directly or indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness Incurred pursuant to the Credit Facility, together with the aggregate amount of all Indebtedness then outstanding and issued pursuant to clause (b)(i) of Section 4.13 above, not to exceed in outstanding principal amount the greater of (1) $950 million at any time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and (y) 50% of the consolidated book value of the inventory of the Company, in each case determined in accordance with GAAP; (iia) Indebtedness or Preferred Stock of a Restricted Subsidiary issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence issuance of such Indebtedness or Preferred Stock by the issuer thereof; (iiib) Acquired Indebtedness (or Preferred Stock of a Restricted Subsidiary Incurred and outstanding on or prior to the extent not date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness or Preferred Stock Incurred in connection with, or in anticipation to provide all or contemplation ofany portion of the funds or credit support utilized to consummate, the relevant transaction) transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company); provided, however, that on the date of such Restricted Subsidiary; provided that acquisition and after giving effect to the Incurrence of such Acquired Indebtednessthereto, the Company could incur would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under Section 4.134.3; (ivc) Indebtedness or Preferred Stock outstanding on the Issue Date (other than any Indebtedness or Preferred Stock described in clause clauses (i), a) and (iib) or (iii)) outstanding on November 25, 2003 (including Guarantees in respect of the Existing Notesthis paragraph); (vd) Refinancing Indebtedness Incurred in respect of Indebtedness or Preferred Stock referred to in clause clauses (iii), (ivb) or (ixc) of this paragraph or this clause (vd); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Acquired Indebtedness or Preferred Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiarydescribed in clause (c), such Refinancing Indebtedness shall be Incurred only by such Restricted Subsidiary; (vie) Obligations Indebtedness of a Restricted Subsidiary pursuant Subsidiaries organized under laws other than the United States of America or any state thereof in amount not to exceed $25.0 million in the aggregate at any one time; (Af) Interest Rate Protection Agreements Indebtedness in respect of Indebtedness performance bonds, bankers' acceptances, letters of the Restricted Subsidiary that is permitted credit and surety or appeal bonds provided by the terms of this Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures Incurred by the a Restricted Subsidiary in the ordinary course of its business and which do not secure Indebtedness other than the Indebtedness and the obligations with respect to which such instruments were issued; (Cg) commodity agreements Indebtedness of the a Restricted Subsidiary to arising from the extent entered into honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business to protect the Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; provided that such Indebtedness is extinguished within five business days of Incurrence; (viih) Guarantees of the Indebtedness specified in clause (i) and (ii) of Section 4.3; and (i) Indebtedness consisting of the Subsidiary Guarantees a Special Purpose Vehicle which is Non-Recourse Debt (other than Standard Securitization Undertakings), including Indebtedness represented by the issuance of participations of interest in respect of Additional Notes, such Special Purpose Vehicle in connection with a Permitted Securitization. The Company will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Debt (except that an Unrestricted Subsidiary may Incur Indebtedness Guaranteed by the Company to the extent that an Investment represented by such Additional Notes were Guarantee is permitted to be issued under made in accordance with Section 4.134.5); (viii) , provided, however, that if any such Indebtedness of any Restricted Subsidiary consisting of Obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets by any Restricted Subsidiary permitted under this Indenture; (ix) Capital Lease Obligationsceases to be Non-Recourse Debt, Purchase Money Indebtedness and Acquired Indebtedness (such event shall be deemed to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) in constitute an aggregate principal amount not exceeding, together with the principal amount Incurrence of Indebtedness Incurred pursuant to clause (b)(viii) of Section 4.13, $25 million at any one given time outstanding; (x) performance bonds, surety bonds, insurance obligations by the Company or bonds and other similar bonds or obligations incurred by a such Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) Floor Plan Guarantees; and (xii) Indebtedness and Preferred Stock in an aggregate principal amount which, together with any other Indebtedness or Preferred Stock of Restricted Subsidiaries then outstanding (other than Indebtedness or Preferred Stock permitted by clauses (i) through (xi) of this Section) does not exceed $25 million (less the amount of any Indebtedness then outstanding and Incurred pursuant to clause (b)(xiii) of Section 4.13)Subsidiary.

Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary to Incur, directly or indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness Incurred pursuant to the Credit Facility, together with the aggregate amount of all Indebtedness then outstanding and issued pursuant to clause (b)(i) of Section 4.13 above, not to exceed in outstanding principal amount the greater of (1) $950 500 million at any time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and (y) 50% of the consolidated book value of the inventory of the Company, in each case determined in accordance with GAAP; (ii) Indebtedness or Preferred Stock issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) of such Restricted Subsidiary; provided that after giving effect to the Incurrence of such Acquired Indebtedness, the Company could incur $1.00 of Indebtedness pursuant to paragraph clause (a) under Section 4.13; (iv) Indebtedness or Preferred Stock (other than any described in clause (i), (ii) or (iii)) outstanding on November 25, 2003 (including Guarantees in respect of the Existing Notes)Issue Date; (v) Refinancing Indebtedness Incurred in respect of Indebtedness or Preferred Stock referred to in clause (iii), (iv) or (ixx) or this clause (v); provided, however, that to the extent such Refinancing Indebtedness Refinances Acquired Indebtedness or Preferred Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing Indebtedness shall be Incurred only by such Restricted Subsidiary; (vi) Obligations of a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Restricted Subsidiary that is permitted by the terms of this the Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures Incurred by the Restricted Subsidiary in the ordinary course of its business and (C) commodity agreements of the Restricted Subsidiary to the extent entered into in the ordinary course of business to protect the Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (vii) Indebtedness consisting of the Subsidiary Guarantees (other than in respect of Additional Notes, except to the extent that such Additional Notes were permitted to be issued under Section 4.13)Guarantees; (viii) Indebtedness of any Restricted Subsidiary consisting of Obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets by any Restricted Subsidiary permitted under this the Indenture; (ix) Capital Lease Obligations, Purchase Money Indebtedness and Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) in an aggregate principal amount not exceeding, together with the principal amount of Indebtedness Incurred pursuant to clause (b)(viiiviii) of Section 4.13, $25 15 million at any one given time outstanding; (x) performance bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations incurred by a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) Floor Plan Guarantees; and (xii) Indebtedness and Preferred Stock in an aggregate principal amount which, together with any other Indebtedness or Preferred Stock of Restricted Subsidiaries then outstanding (other than Indebtedness or Preferred Stock permitted by clauses (i) through (xi) of this Section) does not exceed $25 5 million (less the amount of any Indebtedness then outstanding and Incurred pursuant to clause (b)(xiiib)(xii) of Section 4.13).

Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries. The Company will shall not permit any Restricted Subsidiary to Incur, directly or indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness Incurred pursuant to the Credit Facility, together with the aggregate amount of all Indebtedness then outstanding and issued pursuant to clause (b)(i) of Section 4.13 above, not to exceed in outstanding principal amount the greater of (1) $950 500 million at any time outstanding and (2) the sum of (x) 80% of the consolidated book value of the net accounts receivable of the Company and (y) 50% of the consolidated book value of the inventory of the Company, in each case determined in accordance with GAAP; (ii) Indebtedness or Preferred Stock issued to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of such Indebtedness or Preferred Stock (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii) Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) of such Restricted Subsidiary; provided that after giving effect to the Incurrence of such Acquired Indebtedness, the Company could incur $1.00 of Indebtedness pursuant to paragraph clause (a) under Section 4.13; (iv) Indebtedness or Preferred Stock (other than any described in clause (i), (ii) or (iii)) outstanding on November 25March 31, 2003 1998 (including Guarantees in respect of the Existing Notes); (v) Refinancing Indebtedness Incurred in respect of Indebtedness or Preferred Stock referred to in clause (iii), (iv) or (ixx) or this clause (v); provided, however, that to the extent such Refinancing Indebtedness Refinances Acquired Indebtedness or Preferred Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing Indebtedness shall be Incurred only by such Restricted Subsidiary; (vi) Obligations of a Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in respect of Indebtedness of the Restricted Subsidiary that is permitted by the terms of this the Indenture to be outstanding to the extent the notional principal amount of such obligation does not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations in respect of foreign exchange exposures Incurred by the Restricted Subsidiary in the ordinary course of its business and (C) commodity agreements of the Restricted Subsidiary to the extent entered into in the ordinary course of business to protect the Restricted Subsidiary from fluctuations in the prices of raw materials used in its business; (vii) Indebtedness consisting of the Subsidiary Guarantees (other than in respect of Additional Notes, except to the extent that such Additional Notes were permitted to be issued under Section 4.13); (viii) Indebtedness of any Restricted Subsidiary consisting of Obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets by any Restricted Subsidiary permitted under this the Indenture; (ix) Capital Lease Obligations, Purchase Money Indebtedness and Acquired Indebtedness (to the extent not Incurred in connection with, or in anticipation or contemplation of, the relevant transaction) in an aggregate principal amount not exceeding, together with the principal amount of Indebtedness Incurred pursuant to clause (b)(viiiviii) of Section 4.13, $25 15 million at any one given time outstanding; (x) performance bonds, surety bonds, insurance obligations or bonds and other similar bonds or obligations incurred by a Restricted Subsidiary in the ordinary course of business consistent with past practice; (xi) Floor Plan Guarantees; and (xii) Indebtedness and Preferred Stock in an aggregate principal amount which, together with any other Indebtedness or Preferred Stock of Restricted Subsidiaries then outstanding (other than Indebtedness or Preferred Stock permitted by clauses (i) through (xi) of this Section) does not exceed $25 5 million (less the amount of any Indebtedness then outstanding and Incurred pursuant to clause (b)(xiiib)(xii) of Section 4.13).