Common use of Parent Debt Clause in Contracts

Parent Debt. The Ultimate Parent shall not (and shall procure that none of its Subsidiaries (other than a member of the Bank Group) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by reference to the quarterly financial information for the Group most recently delivered pursuant to Clause 22.1 (Financial Statements) that the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element, to take account of the Financial Indebtedness in question and any other Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since the date of such quarterly financial information) is not more than 4.25:1 for the period of four consecutive financial quarters ended on the last day of the financial quarter in respect of which such quarterly financial information was delivered provided that the foregoing limitations shall not apply to: (a) any Financial Indebtedness arising under or pursuant to the Finance Documents; (b) any Financial Indebtedness incurred (including any such Financial Indebtedness existing as at the Original Execution Date) by any member of the Group (other than a member of the Bank Group) and owed to any other member of the Group; (c) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) which, if it had been incurred by a Borrower at such time, would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if any basket or threshold contained in Clause 25.4 (Financial Indebtedness) is utilized by any member of the Group (other than a member of the Bank Group) pursuant to this paragraph (c), such basket or threshold shall be reduced by a corresponding amount and shall thereafter be unavailable for use by any member of the Bank Group; (d) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) to refinance all or any part of the Outstandings, including the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable, in respect of such Outstandings and any fees, costs and expenses incurred in connection with such refinancing; (e) the Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the Existing High Yield Notes, any New High Yield Notes, the Additional High Yield Notes or any High Yield Refinancings; and (f) any Financial Indebtedness incurred by any Permitted Joint Venture.

Parent Debt. The Ultimate Parent shall not (and shall procure that none of its Subsidiaries (other than a member of the Bank Group) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by reference to the quarterly financial information for the Group most recently delivered pursuant to Clause 22.1 (Financial Statements) that the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element, to take account of the Financial Indebtedness in question and any other Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since the date of such quarterly financial information) is not more than 4.25:1 for the period of four consecutive financial quarters ended on the last day of the financial quarter in respect of which such quarterly financial information was delivered provided that the foregoing limitations shall not apply to: (a) any Financial Indebtedness arising under or pursuant to the Finance Documents; (b) any Financial Indebtedness incurred (including any such Financial Indebtedness existing as at the Original Execution Date) by any member of the Group (other than a member of the Bank Group) and owed to any other member of the Group; (c) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) which, if it had been incurred by a Borrower at such time, would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if any basket or threshold contained in Clause 25.4 (Financial Indebtedness) is utilized by any member of the Group (other than a member of the Bank Group) pursuant to this paragraph (c), such basket or threshold shall be reduced by a corresponding amount and shall thereafter be unavailable for use by any member of the Bank Group; (d) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) to refinance all or any part of the Outstandings, including the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable, in respect of such Outstandings and any fees, costs and expenses incurred in connection with such refinancing; (e) the Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the Existing High Yield Notes, any New High Yield Notes, the Additional High Yield Notes or any High Yield Refinancings; and (f) any Financial Indebtedness incurred by any Permitted Joint Venture.

Parent Debt. The Ultimate Parent shall not (and shall procure that none of its Subsidiaries (other than a member of the Bank Group) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by reference to the quarterly financial information for the Group most recently delivered pursuant to Clause 22.1 (Financial Statements) that the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element, to take account of the Financial Indebtedness in question and any other Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since the date of such quarterly financial information) is not more than 4.25:1 for the period of four consecutive financial quarters ended on the last day of the financial quarter in respect of which such quarterly financial information was delivered provided that the foregoing limitations shall not apply to: (a) any Financial Indebtedness arising under or pursuant to the Finance Documents; (b) any Financial Indebtedness incurred (including any such Financial Indebtedness existing as at the Original Execution Date) by any member of the Group (other than a member of the Bank Group) and owed to any other member of the Group; (c) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) which, if it had been incurred by a Borrower at such time, would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if any basket or threshold contained in Clause 25.4 (Financial Indebtedness) is utilized by any member of the Group (other than a member of the Bank Group) pursuant to this paragraph (c), such basket or threshold shall be reduced by a corresponding amount and shall thereafter be unavailable for use by any member of the Bank Group; (d) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) to refinance all or any part of the Outstandings, including the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable, in respect of such Outstandings and any fees, costs and expenses incurred in connection with such refinancing; (e) the Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the Existing High Yield Notes, any New High Yield Notes, the any Additional High Yield Notes, any Senior Secured Notes or any High Yield Refinancings; and (f) any Financial Indebtedness incurred by any Permitted Joint Venture.