Common use of Restrictions on Funded Debt of Restricted Subsidiaries Clause in Contracts

Restrictions on Funded Debt of Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor (other than an Ineligible Subsidiary) to create, incur, issue, assume or guarantee any Funded Debt, unless such Restricted Subsidiary, within 60 Business Days thereof, guarantees the payment of principal of, premium, if any, and interest on, the Notes. This restriction will not apply if: (i) the Company or such Restricted Subsidiary could create Indebtedness secured by Liens in accordance with one or more of clauses (i) through (xxiii) of Section 4.06(b) (whether or not such Indebtedness is in fact secured by Liens) or enter into a Sale and Leaseback Transaction in accordance with Section 4.07 in an amount equal to such Funded Debt, without equally and ratably securing the Notes and the Subsidiary Guarantees; (ii) such Funded Debt existed on the Issue Date; (iii) such Funded Debt is owed to the Company or any Restricted Subsidiary; (iv) such Funded Debt existed at the time the person that created, incurred, issued, assumed or guaranteed such Funded Debt became a Restricted Subsidiary, or was, through one or a series of transactions, merged with or into or consolidated with such Restricted Subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, of the properties of such person as an entirety to such Restricted Subsidiary, or arising thereafter: (A) other than in connection with the borrowing of money arranged thereafter and (B) pursuant to contractual commitments entered into prior to and not in contemplation of such person becoming a Restricted Subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; (v) such Funded Debt is guaranteed by a governmental agency; (vi) such Funded Debt is created, incurred, issued, assumed or guaranteed in connection with, or with a view to, compliance by such Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Company; (vii) such Funded Debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the cost of development, operation, construction, alteration, repair or improvement of property, assets or equipment acquired or developed, operated, constructed, altered, repaired or improved by a Restricted Subsidiary, in each case plus related transactional fees, costs and expenses, provided such Funded Debt is incurred within 180 days after acquisition or the completion of any such development, operation, construction, alteration, repair or improvement of such property, assets or equipment, whichever is later, and, provided further, that the principal amount of such Funded Debt does not exceed 100% of the fair market value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved; (viii) such Funded Debt is non-recourse; or (ix) such Funded Debt is created, incurred, issued, assumed or guaranteed for the purpose of extending, renewing, substituting, replacing, refinancing or refunding Funded Debt permitted by the foregoing. (b) Notwithstanding the foregoing, any Restricted Subsidiary that is not a Guarantor may create, incur, issue, assume or guarantee Funded Debt which would otherwise be subject to the foregoing restrictions if on the date thereof and after giving effect thereto on a pro forma basis (including application of the net proceeds thereof) the Debt/EBITDA Ratio would not exceed 4.00:1.00. (c) For the purposes of determining compliance with this covenant, in the event that an item of Funded Debt meets the criteria of more than one of the types of Funded Debt described above, the Company, in its sole discretion, will classify, and may reclassify, such Funded Debt and only be required to include the amount and type of such Funded Debt in one of the above clauses or the immediately preceding paragraph, and an item of Funded Debt may be divided and classified and reclassified into more than one of the types of Funded Debt described above. If any Funded Debt was incurred that would have led to the need for a Subsidiary to issue a Subsidiary Guarantee pursuant to clause (a) above but, within the 60 Business Day-period prior to the issuance of the Subsidiary Guarantee, an exception contained in one or more of clauses (a)(i) through (ix) or clause (b) above is satisfied such that such Funded Debt could be incurred without the need for a Subsidiary Guarantee (and the Subsidiary would not otherwise be required to guarantee the Notes pursuant to another provision of this Indenture), such Subsidiary will not be required to issue a Subsidiary Guarantee.

Restrictions on Funded Debt of Restricted Subsidiaries. (a) The Company covenants and agrees for the benefit of the Notes that it will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor (other than an Ineligible Subsidiary) to create, incur, issue, assume or guarantee any Funded Debt, unless such Restricted Subsidiary, within 60 Business Days thereof, guarantees the payment of principal of, premium, if any, and interest on, the Notes. This restriction will not apply if: (i) the Company or such Restricted Subsidiary could create Indebtedness Debt secured by Liens in accordance with one or more of clauses clause (i) through (xxiiia) of this Section 4.06(b) (whether or not such Indebtedness is in fact secured by Liens) 4.01, or enter into a Sale and or Leaseback Transaction in accordance with clause (b) of this Section 4.07 4.01, in an amount equal to such Funded Debt, without equally and ratably securing the Notes and the Subsidiary GuaranteesNotes; (ii) such Funded Debt existed on the Issue Datedate of the original issuance by the Company of the Notes; (iii) such Funded Debt is owed to the Company or any Restricted Subsidiary; (iv) such Funded Debt existed at the time the person corporation that created, incurred, issued, assumed or guaranteed issued such Funded Debt became a Restricted Subsidiary, or was, through one or a series of transactions, was merged with or into or consolidated with such Restricted Subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, disposition of the properties of such person corporation as an entirety to such Restricted Subsidiary, or arising thereafter: thereafter (A) other otherwise than in connection with the borrowing of money arranged thereafter and and (B) pursuant to contractual commitments entered into prior to and not in contemplation of such person corporation becoming a Restricted Subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; (v) such Funded Debt is guaranteed by a governmental agencythe Company; (vi) such Funded Debt is created, incurred, guaranteed by a governmental agency; (vii) such Funded Debt is issued, assumed or guaranteed in connection with, or with a view to, compliance by such Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Company; (viiviii) such Funded Debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the construction cost of development, operation, construction, alteration, repair or improvement of property, assets property or equipment acquired or developed, operated, constructed, altered, repaired or improved constructed by a Restricted Subsidiary, in each case plus related transactional fees, costs and expenses, provided such Funded Debt is incurred within 180 360 days after acquisition or the acquisition, completion of any such development, operation, construction, alteration, repair construction or improvement commencement of full operation of such property, assets or equipment, whichever is later, and, provided further, that the principal amount of such Funded Debt does not exceed 100% of the fair market value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved; (viii) such Funded Debt is non-recourse; or (ix) such Funded Debt is created, incurred, issued, assumed or guaranteed nonrecourse; or (x) such Funded Debt is incurred for the purpose of extending, renewing, substituting, replacing, refinancing replacing or refunding Funded Debt permitted by the foregoing. (b) . Notwithstanding the foregoing, any Restricted Subsidiary that is not a Guarantor may create, incur, issue, assume or guarantee Funded Debt which would otherwise be subject to the foregoing restrictions if on in an aggregate principal amount which, together with the date thereof and after giving effect thereto on a pro forma basis (including application aggregate outstanding principal amount of all other Funded Debt of the net proceeds thereof) Company's Restricted Subsidiaries which would otherwise be subject to the Debt/EBITDA Ratio would foregoing restrictions (not exceed 4.00:1.00. (c) For the purposes of determining compliance with this covenant, in the event that an item of including Funded Debt meets permitted to be incurred pursuant to clauses (i) through (x) above), does not at the criteria of more than one of the types of Funded Debt described above, the Company, in its sole discretion, will classify, and may reclassify, time such Funded Debt and only be required is incurred exceed an amount equal to include the amount and type 10% of such Funded Debt in one of the above clauses or the immediately preceding paragraph, and an item of Funded Debt may be divided and classified and reclassified into more than one of the types of Funded Debt described above. If any Funded Debt was incurred that would have led to the need for a Subsidiary to issue a Subsidiary Guarantee pursuant to clause (a) above but, within the 60 Business Day-period prior to the issuance of the Subsidiary Guarantee, an exception contained in one or more of clauses (a)(i) through (ix) or clause (b) above is satisfied such that such Funded Debt could be incurred without the need for a Subsidiary Guarantee (and the Subsidiary would not otherwise be required to guarantee the Notes pursuant to another provision of this Indenture), such Subsidiary will not be required to issue a Subsidiary GuaranteeConsolidated Net Assets.

Restrictions on Funded Debt of Restricted Subsidiaries. (a) The Company covenants and agrees for the benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto which specifically provides otherwise, that it will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor (other than an Ineligible Subsidiary) to create, incur, issue, assume or guarantee any Funded Debt, unless such Restricted Subsidiary, within 60 Business Days thereof, guarantees the payment of principal of, premium, if any, and interest on, the Notes. This restriction will not apply if: (ia) the Company or such Restricted Subsidiary could create Indebtedness Debt secured by Liens in accordance with one or more of clauses (i) through (xxiii) of Section 4.06(b) (whether or not such Indebtedness is in fact secured by Liens) 1006, or enter into a Sale and Leaseback Transaction in accordance with Section 4.07 1007, in an amount equal to such Funded Debt, without equally and ratably securing the Notes and the Subsidiary Guarantees; applicable series of Securities; or (iib) such Funded Debt existed on the Issue Date; date of the original issuance by the Company of the applicable series of Securities issued pursuant to the Indenture, or such other date as may be specified in or pursuant to a Board Resolution and set forth in an Officers' Certificate, or in one or more indentures supplemental hereto pursuant to which such series is established; or (iiic) such Funded Debt is owed to the Company or any Restricted Subsidiary; ; or (ivd) such Funded Debt existed at the time the person corporation that created, incurred, issued, assumed or guaranteed issued such Funded Debt became a Restricted Subsidiary, or was, through one or a series of transactions, was merged with or into or consolidated with such Restricted Subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, disposition of the properties of such person corporation as an entirety to such Restricted Subsidiary, or arising thereafter: thereafter (Ai) other otherwise than in connection with the borrowing of money arranged thereafter and and (Bii) pursuant to contractual commitments entered into prior to and not in contemplation of such person corporation becoming a Restricted Subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; ; or (ve) such Funded Debt is guaranteed by the Company; or (f) such Funded Debt is guaranteed by a governmental agency; ; or (vig) such Funded Debt is created, incurred, issued, assumed or guaranteed in connection with, or with a view to, compliance by such Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Company; ; or (viih) such Funded Debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the construction cost of development, operation, construction, alteration, repair or improvement of property, assets property or equipment acquired or developed, operated, constructed, altered, repaired or improved constructed by a Restricted Subsidiary, in each case plus related transactional fees, costs and expenses, provided such Funded Debt is incurred within 180 360 days after acquisition or the acquisition, completion of any such development, operation, construction, alteration, repair construction or improvement commencement of full operation of such property, assets or equipment, whichever is later, and, provided further, that the principal amount of such Funded Debt does not exceed 100% of the fair market value of the property ; or equipment acquired or developed, operated, constructed, altered, repaired or improved; (viiii) such Funded Debt is non-recoursenonrecourse; or or (ixj) such Funded Debt is created, incurred, issued, assumed or guaranteed incurred for the purpose of extending, renewing, substituting, replacing, refinancing replacing or refunding Funded Debt permitted by the foregoing. (b) . Notwithstanding the foregoing, any Restricted Subsidiary that is not a Guarantor may create, incur, issue, assume or guarantee Funded Debt which would otherwise be subject to the foregoing restrictions if on in an aggregate principal amount which, together with the date thereof and after giving effect thereto on a pro forma basis (including application aggregate outstanding principal amount of all other Funded Debt of the net proceeds thereof) Company's Restricted Subsidiaries which would otherwise be subject to the Debt/EBITDA Ratio would foregoing restrictions (not exceed 4.00:1.00. (c) For the purposes of determining compliance with this covenant, in the event that an item of including Funded Debt meets permitted to be incurred pursuant to clauses (a) through (j) above), does not at the criteria of more than one of the types of Funded Debt described above, the Company, in its sole discretion, will classify, and may reclassify, time such Funded Debt and only be required is incurred exceed an amount equal to include the amount and type 10% of such Funded Debt in one of the above clauses or the immediately preceding paragraph, and an item of Funded Debt may be divided and classified and reclassified into more than one of the types of Funded Debt described above. If any Funded Debt was incurred that would have led to the need for a Subsidiary to issue a Subsidiary Guarantee pursuant to clause (a) above but, within the 60 Business Day-period prior to the issuance of the Subsidiary Guarantee, an exception contained in one or more of clauses (a)(i) through (ix) or clause (b) above is satisfied such that such Funded Debt could be incurred without the need for a Subsidiary Guarantee (and the Subsidiary would not otherwise be required to guarantee the Notes pursuant to another provision of this Indenture), such Subsidiary will not be required to issue a Subsidiary GuaranteeConsolidated Net Assets.

Restrictions on Funded Debt of Restricted Subsidiaries. (a) The After the occurrence of the Fall-Away Event, the Company will not shall not, and nor shall it permit any Restricted Subsidiary that is not a Subsidiary Guarantor (other than an Ineligible Subsidiary) to to, create, incur, issue, assume or guarantee any Funded Debt, unless such Restricted Subsidiary, within 60 Business Days thereof, guarantees the payment of principal of, premium, if any, and interest on, the Notes. This restriction will not apply if: (ia) the Company or such Restricted Subsidiary could create Indebtedness Debt secured by Liens in accordance with one or more of clauses (i) through (xxiii) of Section 4.06(b) (whether or not such Indebtedness is in fact secured by Liens) 5.02 hereof, or enter into a Sale and or Leaseback Transaction in accordance with Section 4.07 5.08 hereof, in an amount equal to such Funded Debt, without equally and ratably securing the Notes and the Subsidiary GuaranteesNotes; (iib) such Funded Debt existed on the Original Issue Date; (iiic) such Funded Debt is owed to the Company or any Restricted Subsidiaryof its Subsidiaries; (ivd) such Funded Debt existed at the time the person corporation that created, incurred, issued, assumed or guaranteed issued such Funded Debt became a Restricted Subsidiary, or was, through one or a series of transactions, was merged with or into or consolidated with such Restricted Subsidiary, or at the time of a sale, lease or other disposition, through one or a series of transactions, disposition of the properties of such person corporation as an entirety to such Restricted Subsidiary, or arising thereafter: thereafter (Ai) other otherwise than in connection with the borrowing of money arranged thereafter and and (Bii) pursuant to contractual commitments entered into prior to and not in contemplation of such person corporation becoming a Restricted Subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; (ve) such Funded Debt is guaranteed by the Company; (f) such Funded Debt is guaranteed by a governmental agency; (vig) such Funded Debt is created, incurred, issued, assumed or guaranteed in connection with, or with a view to, compliance by such Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Company; (viih) such Funded Debt is created, incurred, issued, assumed or guaranteed to pay all or any part of the purchase price or the construction cost of development, operation, construction, alteration, repair or improvement of property, assets property or equipment acquired or developed, operated, constructed, altered, repaired or improved constructed by a Restricted Subsidiary, in each case plus related transactional fees, costs and expenses, provided if such Funded Debt is incurred within 180 360 days after acquisition or the acquisition, completion of any such development, operation, construction, alteration, repair construction or improvement commencement of full operation of such property, assets or equipment, whichever is later, and, provided further, that the principal amount of such Funded Debt does not exceed 100% of the fair market value of the property or equipment acquired or developed, operated, constructed, altered, repaired or improved; (viiii) such Funded Debt is non-recourse; or (ixj) such Funded Debt is created, incurred, issued, assumed or guaranteed incurred for the purpose of extending, renewing, substituting, replacing, refinancing replacing or refunding Funded Debt permitted by the foregoing. clauses (ba) through (i) of this Section 5.09. Notwithstanding the foregoing, any Restricted Subsidiary that is not a Guarantor may create, incur, issue, assume or guarantee Funded Debt which would otherwise be subject to the foregoing restrictions if on in an aggregate principal amount which, together with the date thereof and after giving effect thereto on a pro forma basis (including application aggregate outstanding principal amount of the net proceeds thereof) the Debt/EBITDA Ratio would not exceed 4.00:1.00. (c) For the purposes of determining compliance with this covenant, in the event that an item of all other Funded Debt meets of Restricted Subsidiaries which would otherwise be subject to the criteria of more than one of the types of foregoing restrictions (not including Funded Debt described abovepermitted to be incurred pursuant to clauses (a) through (j) of this Section 5.09), does not at the Company, in its sole discretion, will classify, and may reclassify, time such Funded Debt and only be required is incurred exceed an amount equal to include the amount and type 12.5% of such Funded Debt in one of the above clauses or the immediately preceding paragraph, and an item of Funded Debt may be divided and classified and reclassified into more than one of the types of Funded Debt described above. If any Funded Debt was incurred that would have led to the need for a Subsidiary to issue a Subsidiary Guarantee pursuant to clause (a) above but, within the 60 Business Day-period prior to the issuance of the Subsidiary Guarantee, an exception contained in one or more of clauses (a)(i) through (ix) or clause (b) above is satisfied such that such Funded Debt could be incurred without the need for a Subsidiary Guarantee (and the Subsidiary would not otherwise be required to guarantee the Notes pursuant to another provision of this Indenture), such Subsidiary will not be required to issue a Subsidiary GuaranteeConsolidated Net Tangible Assets.