Common use of Incurrence Clause in Contracts

Incurrence. The Company may incur additional Indebtedness so long as (i) such additional Indebtedness is subordinated to the obligations of the Company to pay principal of and interest on the Loans and the other obligations hereunder and under the Loan Documents on terms of subordination, and pursuant to documentation containing other terms (including interest, amortization, covenants and Credit Agreement events of default), in each case in form and substance reasonably satisfactory to the Required Lenders; (ii) no principal payments with respect to such Indebtedness shall be due prior to the date that is at least one year after the loans hereunder have matured; (iii) such Indebtedness is not secured by any Lien on property of the Company or any Subsidiary; and (iv) at the time of such incurrence, and after giving effect thereto, no Default shall have occurred and be continuing and the Company shall be in pro forma compliance with Section 7.09 (the determination of such pro forma compliance to be calculated, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such incurrence for which financial statements of the Company and its Subsidiaries are available, under the assumption that such incurrence shall have occurred at the beginning of the applicable period) and the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer showing such calculation in reasonable detail to demonstrate such compliance. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guarantee of such Subsidiary Guarantor hereunder upon terms (including terms of subordination) in form and substance reasonably satisfactory to the Required Lenders.

Incurrence. The Company may incur additional Indebtedness so long ---------- as (i) such additional Indebtedness is subordinated to the obligations of the Company to pay principal of and interest on the Loans and the other obligations hereunder and under the Loan Documents on terms of subordination, and pursuant to documentation containing other terms (including including, without limitation, interest, amortization, covenants and Credit Agreement events of default), in each case in form and substance reasonably satisfactory to the Required Majority Lenders; (ii) no principal payments with respect to such Indebtedness shall be due prior to the date that is at least one year after the loans hereunder have matured; (iii) such Indebtedness is not secured by any Lien on property of the Company or any Subsidiary; and (iv) at the time of such incurrence, and after giving effect thereto, no Default shall have occurred and be continuing and the Company shall be in pro forma compliance with Section 7.09 9.10 hereof (the determination of such pro forma compliance to be calculated, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such incurrence for which financial statements of the Company and its Subsidiaries are available, under the assumption that such incurrence shall have occurred at the beginning of the applicable period) and the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer financial officer showing such calculation in reasonable detail to demonstrate such compliance. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guarantee of such Subsidiary Guarantor hereunder upon terms (including including, without limitation, terms of subordination) in form and substance reasonably satisfactory to the Required Majority Lenders.

Incurrence. The Company may incur additional Indebtedness so long as (i) such additional Indebtedness is subordinated to the obligations of the Company to pay principal of and interest on the Loans Loans, the Notes and the other obligations hereunder and under the Loan Documents on terms of subordination, and pursuant to documentation containing other terms (including including, without limitation, interest, amortization, covenants and Credit Agreement events of default), in each case in form and substance reasonably satisfactory to the Required Majority Lenders; (ii) no principal payments with respect to such Indebtedness shall be due prior to the date that is at least one year after the loans hereunder have matured; (iii) such Indebtedness is not secured by any Lien on property of the Company or any Subsidiary; and (iv) at the time of such incurrence, and after giving effect thereto, no Default shall have occurred and be continuing and the Company shall be in pro forma compliance with Section 7.09 9.10 hereof (the determination of such pro forma compliance to be calculated, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such incurrence for which financial statements of the Company and its Subsidiaries are available, under the assumption that such incurrence shall have occurred at the beginning of the applicable period) and the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer financial officer showing such calculation in reasonable detail to demonstrate such compliance. Any Subsidiary Guarantor may Guarantee such Indebtedness so long as such Guarantee is similarly subordinated to the Guarantee of such Subsidiary Guarantor hereunder upon terms (including including, without limitation, terms of subordination) in form and substance reasonably satisfactory to the Required Majority Lenders.