Common use of Limitations on Issuances of Guarantees by Subsidiaries Clause in Contracts

Limitations on Issuances of Guarantees by Subsidiaries. The Company will not permit any of its Subsidiaries to Guarantee any Debt (other than pursuant to any extension, renewal or replacement of any Debt that was so guaranteed that does not increase the amount of the Company’s Debt that is so guaranteed) of the Company, unless at the time of and after giving effect to the issuance of such Debt, the aggregate amount of all such guaranteed Debt (including the aggregate principal amount of Notes outstanding at such time) shall not exceed the greater of (x) $12.0 billion or (y) 5.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination; provided that, unless the Notes are secured by substantially all the property and assets (other than accounts receivable and cash) of the Guarantors on a first-priority basis, the aggregate amount of all such Debt guaranteed by Guarantees that are not subordinated to the Guarantees of the Notes (including the aggregate principal amount of Notes outstanding at such time but excluding Guarantees of Permitted Credit Agreement Debt) shall not exceed the greater of (a) $9.5 billion and (b) taking into account only First-Priority Stock Secured Debt and Junior Stock Secured Debt instead of all Secured Debt, 4.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination. The foregoing restriction will not prohibit the issuance of Guarantees by any of the Company’s Subsidiaries in respect of Permitted Credit Agreement Debt. For purposes of the foregoing restriction, Debt and EBITDA shall be calculated on a pro forma basis consistent with the definition of “Secured Debt Ratio.”

Limitations on Issuances of Guarantees by Subsidiaries. The Company will not permit any of its Subsidiaries to Guarantee any Debt (other than pursuant to any extension, renewal or replacement of any Debt that was so guaranteed that does not increase the amount of the Company’s Debt that is so guaranteed) of the Company, unless at the time of and after giving effect to the issuance of such DebtGuarantee, the aggregate amount of all such guaranteed Debt (including the aggregate principal amount of Notes outstanding at such time) shall not exceed the greater of (x) $12.0 10.5 billion or (y) 5.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination; provided that, unless the Notes are secured by substantially all the property and assets (other than accounts receivable and cash) of the Guarantors on a firstsecond-priority basis, the aggregate amount of all such Debt guaranteed by Guarantees that are not subordinated senior or pari passu in right to the Guarantees of the Notes (including the aggregate principal amount of Notes outstanding at such time but excluding Guarantees of Permitted Credit Agreement Debt) shall not exceed the greater of (a) $9.5 8.5 billion and (b) taking into account only First-Priority Stock Secured Debt and Junior Stock Secured Debt instead of all Secured Debt, 4.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination. The foregoing restriction will not prohibit the issuance of Guarantees by any of the Company’s Subsidiaries in respect of Permitted Credit Agreement Debt. For purposes of the foregoing restriction, Debt and EBITDA shall be calculated on a pro forma basis consistent with the definition of “Secured Debt Ratio.”

Limitations on Issuances of Guarantees by Subsidiaries. The Company will not permit any of its Subsidiaries to Guarantee any Debt (other than pursuant to any extension, renewal or replacement of any Debt that was so guaranteed that does not increase the amount of the Company’s Debt that is so guaranteed) of the Company, unless at the time of and after giving effect to the issuance of such DebtGuarantee, the aggregate amount of all such guaranteed Debt (including the aggregate principal amount of Notes outstanding at such time) shall not exceed the greater of (x) $12.0 4.2 billion or (y) 5.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination; provided that, unless the Notes are secured by substantially all the property and assets (other than accounts receivable and cash) of the Guarantors on a first-priority basisGuarantors, the aggregate amount of all such Debt guaranteed by Guarantees that are not subordinated to the Guarantees of the Notes (including the aggregate principal amount of Notes outstanding at such time but excluding Guarantees of Permitted Credit Agreement Debttime) shall not exceed the greater of (a) $9.5 2.6 billion and (b) taking into account only First-Priority Stock Secured Debt and Junior Stock Secured Debt instead of all Secured Debt, 4.0 3.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination. The foregoing restriction will not prohibit the issuance of Guarantees by any of the Company’s Subsidiaries in respect of Permitted Credit Agreement Debt. For purposes of the foregoing restriction, Debt and EBITDA shall be calculated on a pro forma basis consistent with the definition of “Secured Debt Ratio.”

Limitations on Issuances of Guarantees by Subsidiaries. The Company will not permit any of its Subsidiaries to Guarantee any Debt (other than pursuant to any extension, renewal or replacement of any Debt that was so guaranteed Guaranteed that does not increase the amount of the Company’s Debt that is so guaranteedGuaranteed) of the Company, unless at the time of and after giving effect to the issuance of such Debt, the aggregate amount of all such guaranteed Debt (including the aggregate principal amount of Notes outstanding at such time) shall not exceed the greater of (x) $12.0 billion or (y) 5.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination; provided that, unless the Notes are secured by substantially all the property and assets (other than accounts receivable and cash) of the Guarantors on a firstsecond-priority basis, the aggregate amount of all such Debt guaranteed by Guarantees that are not subordinated senior or pari passu to the Guarantees of the Notes (including the aggregate principal amount of Notes outstanding at such time but excluding Guarantees of Permitted Credit Agreement Debt) shall not exceed the greater of (a) $9.5 billion and (b) taking into account only First-Priority Stock Secured Debt and Junior Stock Secured Debt instead of all Secured Debt, 4.0 times the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of determination. The foregoing restriction will not prohibit the issuance of Guarantees by any of the Company’s Subsidiaries in respect of Permitted Credit Agreement Debt. For purposes of the foregoing restriction, Debt and EBITDA shall be calculated on a pro forma basis consistent with the definition of “Secured Debt Ratio.”