Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness of the Company and the Restricted Subsidiaries (excluding, for purposes of this calculation only, purchase money mortgages that are Non-Recourse Indebtedness), to Consolidated Pro Forma Operating Cash Flow would Tangible Net Worth of the Company is less than 2.25 to 1; or (ii) the Consolidated Coverage Ratio exceeds 2.0 to 1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in an amount not be greater than or equal to 5.5 to 1.0 if in excess of $550 million outstanding in the aggregate at any one time; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) Indebtedness Incurred under a Warehouse Facility, provided that the amount of such Indebtedness is incurred prior (excluding funding drafts issued thereunder) outstanding at any time pursuant to October 15, 2000 this clause (iii) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; (iv) Indebtedness Incurred solely for the purpose of refinancing or 5.0 to 1.0 if such repaying any existing Indebtedness is incurred on or after October 15, 2000 or so long as (YA) the ratio principal amount of Total Consolidated such new Indebtedness to Total Invested Equity Capital would does not exceed 2.0 the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to 1.0 be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) on the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or after October 15repaid, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout (C) such new Indebtedness, if, after giving pro forma effect to such incurrence (including the application determined as of the net proceeds therefrom)date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity; and (v) if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11, Indebtedness of the Company owed to a Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor; provided that upon any Guarantor ceasing to be a Guarantor or such Indebtedness being owed to any Person other than the Company or a Guarantor, the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of Company or such Restricted Affiliate would Subsidiary, as applicable, shall be deemed to have Incurred Indebtedness not be greater than or equal to 4.0 to 1.0permitted by this clause (v). For purposes of determining compliance with this Section 10.116.02, in the event that an item of proposed Indebtedness meets the criteria of more than one of the types categories of Indebtedness permitted by in clauses (i) through (v) above, or is entitled to be incurred pursuant to the first paragraph of this covenantSection 6.02, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion shall classify discretion) such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesin any manner that complies with this covenant.

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, provided that (A)(i) the Company will shall be permitted to incur Incur -------- Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately if after giving pro forma effect to such incurrence Incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the --- ----- application of the net proceeds therefrom), the ratio of (x) Total Affiliate Consolidated Indebtedness outstanding as of the date of such Incurrence to Affiliate (y) Annualized Pro Forma Consolidated Operating Cash Flow for the latest fiscal quarter for which consolidated financial statements of the Company are available preceding the date of such Restricted Affiliate Incurrence would not be greater than zero and less than or equal to 4.0 In making the foregoing calculation, pro forma effect shall be given --- ----- to: (i) the Incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to 1.0refinance other Indebtedness, as if such Indebtedness was Incurred, and the application of such proceeds occurred, on the first day of the latest fiscal quarter for which consolidated financial statements of the Company are available immediately preceding the date of the Incurrence of such Indebtedness, (ii) the Incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such fiscal quarter as if such Indebtedness were Incurred, repaid or retired on the first day of such fiscal quarter (except that, in making such calculation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such fiscal quarter) and (iii) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company or its Restricted Subsidiaries, as the case may be, since the first day of such fiscal quarter, as if such acquisition or disposition occurred on the first day of such fiscal quarter. For purposes of determining compliance with this Section 10.11covenant, in the event that an item of Indebtedness or any portion thereof meets the criteria of more than one of the types of Indebtedness the Company or any Restricted Subsidiary is permitted by this covenantto Incur, the Company shall have the right, in its sole discretion shall discretion, to classify such item of Indebtedness or portion thereof at the time of the Incurrence and shall only be required to include the amount and type of such Indebtedness as one of such typesor portion thereof under the clause permitting the Indebtedness so classified.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness of the Company and the Restricted Subsidiaries (excluding, for purposes of this calculation only, purchase money mortgages that are Non-Recourse Indebtedness), to Consolidated Pro Forma Operating Cash Flow would Tangible Net Worth of the Company is less than 2.25 to 1; or (ii) the Consolidated Coverage Ratio exceeds 2.0 to 1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in an amount not be greater than or equal to 5.5 to 1.0 if in excess of $1,100 million outstanding in the aggregate at any one time; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) Indebtedness Incurred under a Warehouse Facility, provided that the amount of such Indebtedness is incurred prior (excluding funding drafts issued thereunder) outstanding at any time pursuant to October 15, 2000 this clause (iii) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; (iv) Indebtedness Incurred solely for the purpose of refinancing or 5.0 to 1.0 if such repaying any existing Indebtedness is incurred on or after October 15, 2000 or so long as (YA) the ratio principal amount of Total Consolidated such new Indebtedness to Total Invested Equity Capital would does not exceed 2.0 the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to 1.0 be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) on the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or after October 15repaid, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout (C) such new Indebtedness, if, after giving pro forma effect to such incurrence (including the application determined as of the net proceeds therefrom)date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity; and (v) if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11 hereof, Indebtedness of the Company owed to a Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor; provided that upon any Guarantor ceasing to be a Guarantor or such Indebtedness being owed to any Person other than the Company or a Guarantor, the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of Company or such Restricted Affiliate would Subsidiary, as applicable, shall be deemed to have Incurred Indebtedness not be greater than or equal to 4.0 to 1.0permitted by this clause (v). For purposes of determining compliance with this Section 10.116.02, in the event that an item of proposed Indebtedness meets the criteria of more than one of the types categories of Indebtedness permitted by in clauses (i) through (v) above, or is entitled to be incurred pursuant to the first paragraph of this covenantSection 6.02, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion shall classify discretion) such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesin any manner that complies with this covenant.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness of the Company and the Restricted Subsidiaries (excluding, for purposes of this calculation only, purchase money mortgages that are Non-Recourse Indebtedness), to Consolidated Pro Forma Operating Cash Flow would Tangible Net Worth of the Company is less than 2.25 to 1; or (ii) the Consolidated Coverage Ratio exceeds 2.0 to 1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in an amount not be greater than or equal to 5.5 to 1.0 if in excess of $750 million outstanding in the aggregate at any one time; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) Indebtedness Incurred under a Warehouse Facility, provided that the amount of such Indebtedness is incurred prior (excluding funding drafts issued thereunder) outstanding at any time pursuant to October 15, 2000 this clause (iii) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; (iv) Indebtedness Incurred solely for the purpose of refinancing or 5.0 to 1.0 if such repaying any existing Indebtedness is incurred on or after October 15, 2000 or so long as (YA) the ratio principal amount of Total Consolidated such new Indebtedness to Total Invested Equity Capital would does not exceed 2.0 the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to 1.0 be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) on the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or after October 15repaid, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout (C) such new Indebtedness, if, after giving pro forma effect to such incurrence (including the application determined as of the net proceeds therefrom)date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity; and (v) if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11, Indebtedness of the Company owed to a Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor; provided that upon any Guarantor ceasing to be a Guarantor or such Indebtedness being owed to any Person other than the Company or a Guarantor, the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of Company or such Restricted Affiliate would Subsidiary, as applicable, shall be deemed to have Incurred Indebtedness not be greater than or equal to 4.0 to 1.0permitted by this clause (v). For purposes of determining compliance with this Section 10.116.02, in the event that an item of proposed Indebtedness meets the criteria of more than one of the types categories of Indebtedness permitted by in clauses (i) through (v) above, or is entitled to be incurred pursuant to the first paragraph of this covenantSection 6.02, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion shall classify discretion) such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesin any manner that complies with this covenant.

Limitation on Additional Indebtedness. The Company Until such time ------------------------------------- as the Securities are rated Investment Grade, Xxxx XX shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate toof its Subsidiaries, directly or indirectly, to create, incur, issue, assume, issue, guarantee or in any manner otherwise become directly or indirectly liable for or with respect toto (collectively, contingently or otherwise, the payment of (collectively to an "incurincurrence") any Indebtedness, including, without limitation, Acquired Indebtedness (including any Acquired Indebtedness), except for but excluding Permitted Indebtedness; provided, however, that Xxxx XX or any Subsidiary thereof may incur any Indebtedness if (A)(ii) no Default or Event of Default shall have occurred and be continuing after giving effect to the Company will be permitted to incur incurrence of such Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect thereto, the Consolidated Cash Flow/Fixed Charge Coverage Ratio of Xxxx XX for its four full fiscal quarters ending immediately prior to the date of the incurrence of such additional Indebtedness is at least 2.0 to 1.0. Such Consolidated Cash Flow/Fixed Charge Coverage Ratio shall be calculated on a pro forma basis after giving effect to, among other things, (i) the incurrence of such Indebtedness and (including if applicable) the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated thereof to refinance other Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 as if such Indebtedness is were incurred prior to October 15and such application of proceeds occurred at the beginning of such four quarter period, 2000 or 5.0 to 1.0 (ii) the incurrence and retirement of any other Indebtedness since the last day of the last fiscal quarter within such four quarter period as if such Indebtedness is incurred on or after October 15incurrence and retirement occurred at the beginning of such four quarter period, 2000 or (Yiii) the ratio acquisition by Xxxx XX (directly or through a Subsidiary of Total Consolidated Indebtedness Xxxx XX) of any company or business acquired during such four quarter period, and any acquisition proposed to Total Invested Equity Capital would not exceed 2.0 to 1.0 be consummated contemporaneously with the incurrence of such Indebtedness, as if such acquisition (and contemporaneous incurrence of Indebtedness) occurred at the beginning of such four quarter period and (Biv) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application interim investment of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness (pending final application thereof for the purpose for which such Indebtedness is stated to be incurred) in securities of the type permitted or contemplated by the terms of the instruments evidencing, creating or governing such Indebtedness, as one if such Indebtedness was incurred and such interim investment of proceeds occurred at the beginning of such typesfour quarter period. Any additional Indebtedness incurred pursuant to this Section 4.08 shall be subject to the limitations set forth in Section 4.07.

Limitation on Additional Indebtedness. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively to "incur"as defined) any Indebtedness (including any Acquired Indebtedness); provided that if no Default or Event of Default will have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, except the Issuer may incur Indebtedness (and the Issuer and its Restricted Subsidiaries may incur Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Issuer's Consolidated Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount (and any accruals of interest) will not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries may incur Permitted Indebtedness; provided that the Issuer will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that matures prior to the Stated Maturity of the Notes or has an Average Life shorter than the Notes; provided, further, that (A)(i) the Company Issuer will be permitted not incur any Indebtedness owed to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Foreign Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if unless such Indebtedness is incurred prior subordinated in right of payment to October 15the Issuer's obligations under the Notes. The Issuer will not, 2000 and will not permit any of its Restricted Subsidiaries to, incur any Indebtedness which by its terms (or 5.0 by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to 1.0 if any other Indebtedness of the Issuer or such Restricted Subsidiary unless such Indebtedness is incurred on also by its terms (or after October 15, 2000 or (Yby the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the ratio of Total Consolidated Indebtedness Notes pursuant to Total Invested Equity Capital would not exceed 2.0 subordination provisions that are substantively identical to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount subordination provisions of such Indebtedness (or such agreement) that are most favorable to the holders of any other Indebtedness of the Issuer or such Restricted Subsidiary, as one of such typesthe case may be.

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate toNo Obligor shall, directly or indirectly, create, incur, issue, assume, issue, guarantee or in any other manner become directly or indirectly liable for or with respect tofor, contingently or otherwise, or become responsible for (including through any merger or consolidation to which such Obligor is a party or through any other acquisition of any Wholly-Owned Subsidiary or of any Person thereby becoming a Wholly-Owned Subsidiary) the payment of (collectively to collectively, an "incurincurrence") ), any obligations in respect of any Indebtedness (including any Acquired Indebtedness)or Guaranty, except for Permitted Indebtedness(a) Indebtedness evidenced by the Notes and the Guarantors' Guaranty with respect thereto; (b) the IBM Facility and the SMS Obligations outstanding on the Closing Date; (c) Indebtedness of any Obligor to any other Obligor, provided, --------- however that (A)(i) the Company will be permitted notes evidencing such Indebtedness are pledged to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application Agent for ------- the benefit of the net proceeds therefrom)Agent and the Holders; (d) Indebtedness in respect of performance bonds, either (X) surety bonds and letters of credit issued for the ratio purpose of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow supporting performance obligations of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, Obligor provided in the event that ordinary course of such Obligor's business, and any refinancings thereof; (e) Indebtedness arising from agreements providing for reasonable indemnification, adjustment of purchase price or similar obligations, or from guarantees, letters of credit, surety bonds or performance bonds securing any obligation of an item Obligor which has been incurred or assumed in connection with the disposition of Indebtedness meets any business, assets of Subsidiary for the criteria purpose of more than one of financing such acquisition, to the types of Indebtedness extent permitted by this covenantAgreement; (f) Indebtedness that is incurred to acquire Permitted Liens; (g) Indebtedness that is set forth on Schedule 5.01(t)(i); (h) Indebtedness under operating leases (i.e., leases that are not considered Capital Leases); (i) Indebtedness incurred to refinance at the same or lower principal amount any Indebtedness described in subsections 7.05(c)-(h); and (j) Indebtedness other than described in subsections 7.05(a)- (i) not in excess of $50,000. Notwithstanding the foregoing sentence, the Company aggregate amount of the obligations incurred in its sole discretion respect of any Indebtedness or Guaranty by all Obligors which constitute Senior Debt shall classify such item not exceed $95,000,000 (the "MAXIMUM SENIOR DEBT AMOUNT"), provided, however, that the -------- ------- Maximum Senior Debt Amount shall be reduced on a dollar for dollar basis as the commitment amount under the Revolving Loan portion of Indebtedness and only be required to include the IBM Facility is reduced or the amount outstanding under the Acquisition Loan portion of such the IBM Facility is reduced, and the aggregate amount of the obligations incurred in respect of any Indebtedness as one of such typesor Guaranty by all Obligors which constitute Subordinated Debt shall not exceed $7,500,000 (the "MAXIMUM SUBORDINATED DEBT AMOUNT"), provided, however, that the Maximum Subordinated Debt Amount shall be -------- ------- reduced on a dollar for dollar basis by payments made by Issuer which reduce the principal amount outstanding under the SMS Obligations.

Limitation on Additional Indebtedness. The Company Issuer shall not, and shall not permit any of the Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness); provided that, except for Permitted if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness; provided, that (A)(i) the Company will be permitted to Issuer or any of the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and Buildout the receipt and application of the proceeds thereof, the Issuer’s Consolidated Leverage Ratio is less than 6.5 to 1; provided, further, that in no event shall the aggregate principal amount of all Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors incurred in reliance on this paragraph, when taken together (without duplication) with the aggregate principal amount of all Permitted Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors, at any one time outstanding exceed $75.0 million. Notwithstanding the foregoing, the Issuer and the Restricted Subsidiaries may incur Permitted Indebtedness; provided that such Person will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes; provided, further, that in no event shall the aggregate principal amount of all Permitted Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors, when taken together (without duplication) with the aggregate principal amount of all Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors incurred in reliance on the immediately preceding paragraph, at any one time outstanding exceed $75.0 million. Notwithstanding any other provision of this Section 4.06, the accrual of interest, accretion of accreted value of discount Indebtedness and (ii) payments of interest in the form of additional subordinated Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.06, and the maximum amount of Indebtedness that the Issuer or a Restricted Subsidiary or Restricted Affiliate will be permitted may incur pursuant to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would this Section 4.06 shall not be greater than or equal deemed to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) be exceeded solely as a result of fluctuations in the ratio exchange rates of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0currencies. For purposes of determining compliance with this Section 10.114.06, in the event that an item of Indebtedness meets the criteria of more than one of the types categories of Permitted Indebtedness permitted by or is entitled to be incurred pursuant to the first paragraph of this covenantSection 4.06, the Company Issuer shall, in its sole discretion shall classify such item of Indebtedness and only be required to include at the amount of time such Indebtedness is incurred, classify, and may from time to time reclassify, such Indebtedness (or part thereof) in any manner that complies with this Section 4.06 and such Indebtedness (or part thereof) shall be treated as having been incurred pursuant to only one of such typesclauses or pursuant to the first paragraph hereof, and such Indebtedness may be divided and classified in more than one of such classifications.

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate toNo Obligor shall, directly or indirectly, create, incur, issue, assume, issue, guarantee or in any other manner become directly or indirectly liable for or with respect tofor, contingently or otherwise, or become responsible for (including through any merger or consolidation to which such Obligor is a party or through any other acquisition of any Wholly-Owned Subsidiary EXECUTION COPY or of any Person thereby becoming a Wholly-Owned Subsidiary) the payment of (collectively to collectively, an "incurincurrence") ), any obligations in respect of any Indebtedness (including any Acquired Indebtedness)or Guaranty, except for Permitted Indebtedness(a) Indebtedness evidenced by the Secured Notes and the Guarantors' Guaranty with respect thereto; provided(b) the Fleet Facility, PROVIDED, HOWEVER, that the Maximum Senior Debt Amount (A)(ias defined below) shall be reduced on a dollar for dollar basis as the commitment amount under the Revolving Loan portion of the Fleet Facility is reduced; (c) Indebtedness evidenced by the Subordinated Notes and any Guaranty Obligation with respect thereto; (d) Indebtedness of any Obligor to any other Obligor, PROVIDED, HOWEVER that the notes evidencing such Indebtedness are pledged to the Agent for the benefit of the Agent and the Holders; (e) accounts payable to trade creditors which are not aged beyond the normal business practices and current operating expenses which are not more than sixty (60) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same is actively contested in good faith and by appropriate and lawful proceedings and the Obligors shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Obligors' independent accountants; (f) Indebtedness that is set forth on Schedule 5.01(t)(i); (g) Indebtedness under operating leases (i.e., leases that are not considered Capital Leases); and (h) Purchase Money Indebtedness and total unsecured Indebtedness incurred in connection with the purchase of fixed assets not to exceed the sum of $500,000 in the aggregate at any time outstanding; and (i) Indebtedness other than described in subsections 7.05(a)-(h) not in excess of $50,000. Notwithstanding the foregoing sentence, the aggregate principal amount of the obligations incurred in respect of any Indebtedness or Guaranty by all Obligors which constitute Senior Debt shall not exceed the lesser of (i) the Company will be permitted to incur Indebtedness sum of (including Acquired Indebtedness and Buildout IndebtednessA) 65% of Eligible Inventory PLUS (B) $9,000,000, and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired $50,000,000 (the "MAXIMUM SENIOR DEBT AMOUNT"), and the aggregate principal amount of the obligations incurred in respect of any Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence Guaranty by all Obligors which constitute Subordinated Debt shall not exceed $7,500,000 (including the application of the net proceeds therefrom"MAXIMUM SUBORDINATED DEBT AMOUNT"), either (X) PROVIDED, HOWEVER, that the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not Maximum Subordinated Debt Amount shall be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred reduced on or after October 15, 2000 or (Y) a dollar for dollar basis by payments made by Issuer which reduce the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including principal amount outstanding under the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesSubordinated Notes.

Limitation on Additional Indebtedness. The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively to "incur"as defined) any Indebtedness (including any Acquired Indebtedness); provided that if no Default or Event of -------- Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, except for Permitted Indebtedness; provided, that Insight Ohio or any of the Issuers' Restricted Subsidiaries (A)(iother than Coaxial) the Company will be permitted to may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and Buildout Indebtedness) the receipt and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereof, either (X) the ratio Consolidated Leverage Ratio of Total Consolidated Indebtedness the Issuers is less than 8 to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 1 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such the Indebtedness is incurred on or after October prior to August 15, 2000 and less than 7 to 1 if the Indebtedness is incurred thereafter. The accretion of original issue discount on the Notes shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, Insight Ohio and the Issuers' Restricted Subsidiaries may incur Permitted Indebtedness and Coaxial and Phoenix may incur Indebtedness evidenced by the Senior Notes; provided that the Issuers -------- will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or (Y) mandatory sinking fund payment prior to the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application maturity of the net proceeds therefrom)Notes. The Issuers will not, and will not permit any of their Restricted Subsidiaries to, incur any Indebtedness which by its terms (or by the ratio terms of Total Affiliate any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Issuers or such Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to Affiliate Pro Forma Operating Cash Flow the Notes or the Guarantee of such Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the subordination provisions of such Indebtedness (or such agreement) that are most favorable to the holders of any other Indebtedness of the Issuers or such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0Subsidiary, as the case may be. For purposes of determining compliance with this Section 10.11covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types categories of Permitted Indebtedness permitted by or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company Issuers shall, in its their sole discretion shall discretion, classify such item of Indebtedness in any manner that complies with this Section 4.06 and such item of Indebtedness shall be treated as having been incurred pursuant to only be required to include the amount of such Indebtedness as one of such typesclauses or pursuant to the first paragraph hereof.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15of the Company and the Restricted Subsidiaries (excluding, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15for purposes of this calculation only, 2000 or (YA) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 purchase money mortgages that are Non- Recourse Indebtedness, and (B) on or after October 15Indebtedness Incurred under letters of credit, 2002, a Restricted Affiliate will be permitted escrow agreements and surety bonds obtained in the ordinary course of business) to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application Consolidated Tangible Net Worth of the net proceeds therefrom), Company is less than 2.25 to 1; or (ii) the ratio of Total Affiliate Indebtedness Consolidated Coverage Ratio exceeds 2.0 to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.01. For purposes of determining compliance with this Section 10.11, in Notwithstanding the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenantforegoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in its sole discretion shall classify such item an amount not in excess of $475 million; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) obligations Incurred under letters of credit, escrow agreements and surety bonds in the ordinary course of business; (iv) Indebtedness and only be required to include Incurred under a Warehouse Facility, provided that the amount of such Indebtedness (excluding funding drafts issued thereunder) outstanding at any time pursuant to this clause (iv) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; and (v) Indebtedness Incurred solely for the purpose of refinancing or repaying any existing Indebtedness so long as one (A) the principal amount of such types.new Indebtedness does not exceed the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or repaid, (C) such new Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid,

Limitation on Additional Indebtedness. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness)) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, except for Permitted Indebtedness; provided, that (A)(i) the ratio of the total Indebtedness of the Company will be permitted and its Restricted Subsidiaries, on a consolidated basis, to incur the Company's EBITDA (determined on a pro forma basis for the preceding four full fiscal quarters of the Company for which financial statements are available at the date of determination) is less than 7.0 to 1 if the Indebtedness (including Acquired is incurred prior to eighteen months from the Operative Date and 6.5 to 1 if the Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtednessis incurred thereafter, if, in either case, immediately after determined by giving pro forma effect to (i) the incurrence of such incurrence Indebtedness and (including if applicable) the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness including to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 refinance other Indebtedness, as if such Indebtedness is incurred prior to October 15was incurred, 2000 or 5.0 to 1.0 if and the application of such Indebtedness is incurred on or after October 15proceeds occurred, 2000 or at the beginning of such four fiscal quarters; (Yii) the ratio incurrence, repayment or retirement of Total Consolidated any other Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (Band all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the date of determination) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to as if such incurrence (including and, if applicable, the application of the net proceeds therefromproceeds), repayment and retirement occurred at the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, the related acquisition as if such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any acquisition or disposition by the Company and its Restricted Affiliate would not be greater than Subsidiaries of any company or equal to 4.0 to 1.0. For purposes any business or any assets out of determining compliance with this Section 10.11the ordinary course of business, or any related repayment of Indebtedness, in each case since the event that an item first day of Indebtedness meets such four fiscal quarters, assuming such acquisition, disposition or repayment had been consummated on the criteria first day of more than one such four fiscal quarters, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount incurrence of such Indebtedness as one of such typesIndebtedness.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate of the Company to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness)) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, except the ratio of total Indebtedness of the Company and its Restricted Subsidiaries to the Company's Adjusted EBITDA is less than 6.0 to 1; provided, however, that if the -------- ------- Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the --- ----- transaction had occurred at the beginning of the four quarter period ending at the end of the last fiscal quarter of such Person or business for which financial statements are available) to the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company; and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to -------- not incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout any Permitted Indebtedness, if, in either case, immediately after giving pro forma effect to such without meeting the Indebtedness incurrence (including the application provisions of the net proceeds therefrom)preceding paragraph, either (X) that ranks pari passu or ---- ----- junior in right of payment to the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than Notes and that has a maturity or equal to 5.5 to 1.0 if such Indebtedness is incurred mandatory sinking fund payment prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application maturity of the net proceeds therefrom), Notes. Notwithstanding the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenanttwo preceding paragraphs, the Company in will not permit any of its sole discretion shall classify such item of Indebtedness and only be required foreign Subsidiaries to include the amount of such Indebtedness as one of such typesincur any subordinated Indebtedness.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate of the Company to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness)) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, except the ratio of total Indebtedness of the Company and its Restricted Subsidiaries to the Company's Adjusted EBITDA is less than 6.0 to 1; provided, -------- however, that if the Indebtedness which is the subject of a determination under ------- this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as --- ----- if the transaction had occurred at the beginning of the four quarter period ending at the end of the last fiscal quarter of such Person or business for which financial statements are available) to the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company; and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to -------- not incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout any Permitted Indebtedness, if, in either case, immediately after giving pro forma effect to such without meeting the Indebtedness incurrence (including the application provisions of the net proceeds therefrom)preceding paragraph, either (X) that ranks pari passu or ---- ----- junior in right of payment to the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than Notes and that has a maturity or equal to 5.5 to 1.0 if such Indebtedness is incurred mandatory sinking fund payment prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application maturity of the net proceeds therefrom), Notes. Notwithstanding the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenanttwo preceding paragraphs, the Company in will not permit any of its sole discretion shall classify such item of Indebtedness and only be required foreign Subsidiaries to include the amount of such Indebtedness as one of such typesincur any subordinated Indebtedness.

Limitation on Additional Indebtedness. The Company Issuers shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate of the Issuers to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness)) unless (a) (1) in the case of Indebtedness of TWP or any of its Restricted Subsidiaries, except for Permitted Indebtedness; provided, that (A)(i) after giving effect to the Company will be permitted to incur Indebtedness (including Acquired incurrence of such Indebtedness and Buildout Indebtedness) the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of TWP and its Restricted Subsidiaries (ii) excluding any Indebtedness owed to a Restricted Subsidiary of TWP by any other Restricted Subsidiary of TWP or TWP and any Indebtedness owed to TWP by any Restricted Affiliate will be permitted Subsidiaries of TWP) to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving TWP's EBITDA (determined on a pro forma effect basis for the last four fiscal quarters of TWP and its consolidated Restricted Subsidiaries for which financial statements are available at the date of determination) is less than (i) 6.25 to such incurrence (including 1 if the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October November 15, 2000 or 5.0 and (ii) 6.0 to 1.0 1 if such the Indebtedness is incurred on or after October November 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 2000; and (B2) on in the case of Indebtedness of the Company or after October 15, 2002, a any of its Restricted Affiliate will be permitted to incur Acquired Indebtedness Subsidiaries other than TWP or Buildout Indebtedness, ifits Restricted Subsidiaries, after giving pro forma effect to the incurrence of such incurrence (including Indebtedness and the receipt and application of the net proceeds therefrom)thereof, the ratio of Total Affiliate the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to Affiliate Pro Forma Operating Cash Flow a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers and their consolidated Restricted Subsidiaries for which financial statements are available at the date of determination) is less than (i) 7.25 to 1 if the Indebtedness is incurred prior to November 15, 2000 and (ii) 7.0 to 1 if the Indebtedness is incurred on or after November 15, 2000; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers, TWP or any other Restricted Affiliate would Subsidiary (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Issuers, TWP and other Restricted Subsidiaries in connection with acquisitions consummated by the Issuers during such four-quarter period) and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the Issue Date (together with the EBITDA of, and pro forma expense and cost reductions relating to, any other Person, business, property or assets acquired by the Issuers, TWP or any other Restricted Subsidiary during such four-quarter period), and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. The accretion of original issue discount (and any accruals of interest or payment of interest in additional Notes) on the Notes shall not be greater than or equal to 4.0 to 1.0. For deemed an incurrence of Indebtedness for purposes of determining compliance with this Section 10.114.06. Notwithstanding the foregoing, (a) the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness and (b) the Issuers shall not incur any Indebtedness (other than Permitted Indebtedness described in the event that an item of Indebtedness meets the criteria of more than one clause (i)(B) of the types definition thereof) that is either senior or pari passu in right of Indebtedness permitted by this covenant, payment to the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesNotes.

Limitation on Additional Indebtedness. The Until the Full Payment Triggering Date, the Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, issue, assume, issue, guarantee or in any manner otherwise become directly or indirectly liable for or with respect tothe payment of, contingently or otherwiseotherwise (collectively, "Incur"), any Indebtedness. The foregoing limitation of this Section 4.7 shall not apply to: (i) Indebtedness of the payment Company under this Indenture or represented by the Notes; (ii) Indebtedness of the Company specifically contemplated by the Plan to be outstanding on the Effective Date as listed on Schedule I hereto; (collectively iii) Indebtedness of the Company that constitutes a Capital Infusion in respect of which the Company has not defaulted in its obligations under Section 3.7 or 4.17 hereof; (iv) Indebtedness of the Company Incurred in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund (collectively, "incurRefinance"), Indebtedness permitted by clauses (i), (ii) or (iii) of this Section 4.7 (the "Refinancing Indebtedness"); provided, however, that (A) the principal amount of such Refinancing Indebtedness shall not exceed the then outstanding principal amount of the Indebtedness of the Company so extended, refinanced, renewed, replaced, substituted or refunded (including the reasonable out-of-pocket costs of issuance, any interest and accrued expenses owing in respect of such Refinanced Indebtedness, in each case accrued from the first day of the month in which such refinancing occurs, and any prepayment premium owing in respect of such Refinanced Indebtedness), (B) such Refinancing Indebtedness ranks, relative to the Notes, no more senior than the Indebtedness being Refinanced thereby, (C) such Refinancing Indebtedness bears interest at or below a market rate, (D) such Refinancing Indebtedness shall not be secured by any Lien on any property of the Company except to the extent that there is a Lien on such property as security for the Indebtedness being Refinanced, and (E) such Refinancing Indebtedness (1) shall have an Average Life not less than and a stated maturity (including any Acquired Indebtednessextensions available at the option of the Company) not earlier than, the Average Life and stated maturity (including any extensions available at the option of the Company), except for Permitted respectively, of the Indebtedness being Refinanced or (2) shall not have a scheduled maturity (including any extensions available at the option of the Company), principal repayment, sinking fund payment or mandatory redemption on or prior to the maturity of the Notes; (v) Subordinated Debt referred to in clause (a), (c) or (e) of the first proviso to the definition of Capital Infusion; (vi) Indebtedness Incurred by the Company in exchange for, or the proceeds of which are used to Refinance, Indebtedness permitted by clause (v) of this Section 4.7 (the "Subordinated Debt Refinancing Indebtedness"); provided, however, that (A)(iA) the Company will be permitted to incur principal amount of such Subordinated Debt Refinancing Indebtedness shall not exceed the sum of (including Acquired Indebtedness x) the then outstanding principal amount, and Buildout Indebtednessprepayment premiums owing in respect, of the Subordinated Debt so Refinanced, (y) interest and accrued expenses owing in respect of the Subordinated Debt so Refinanced, in each case accrued from the first day of the month in which such refinancing occurs and (iiz) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout the amount of all reasonable and customary transaction expenses actually incurred by the Company in connection with the Incurrence of such Subordinated Debt Refinancing Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will such Subordinated Debt Refinancing Indebtedness shall be permitted to incur Acquired Subordinated Debt; (vii) Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application for borrowed money of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness Company owing to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one Subsidiaries of the types Company that are not Acquisition Subsidiaries, as referred to in clause (g) of the first proviso to the definition of Capital Infusion; (viii) Permitted Indebtedness; and (ix) Indebtedness permitted by this covenant, of the Company in its sole discretion shall classify which consists solely of nonrecourse pledges of shares of a class of Capital Stock (which class of Capital Stock is entitled to elect one director) of a GP Subsidiary Owner with respect to an Office Building Property which secures Indebtedness secured by such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesOffice Building Property.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15of the Company and the Restricted Subsidiaries (excluding, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15for purposes of this calculation only, 2000 or (YA) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 purchase money mortgages that are Non-Recourse Indebtedness, and (B) on surety, performance or after October 15, 2002, a Restricted Affiliate will be permitted completion guarantees or bonds or similar undertakings obtained or issued in the ordinary course of business) to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application Consolidated Tangible Net Worth of the net proceeds therefrom), Company is less than 2.5 to 1; or (ii) the ratio of Total Affiliate Indebtedness Consolidated Coverage Ratio exceeds 2.0 to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.01. For purposes of determining compliance with this Section 10.11, in Notwithstanding the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenantforegoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in its sole discretion shall classify such item an amount not in excess of $450 million outstanding in the aggregate at any one time; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) obligations Incurred under letters of credit, escrow agreements and surety, performance or completion guarantees or bonds or other similar undertakings obtained or issued in the ordinary course of business; (iv) Indebtedness and only be required to include Incurred under a Warehouse Facility, provided that the amount of such Indebtedness (excluding funding drafts issued thereunder) outstanding at any time pursuant to this clause (iv) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; (v) Indebtedness Incurred solely for the purpose of refinancing or repaying any existing Indebtedness so long as one (A) the principal amount of such typesnew Indebtedness does not exceed the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or repaid, (C) such new Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity; and (vi) if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11, Indebtedness of the Company owed to a Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor; provided that upon any Guarantor ceasing to be a Guarantor or such Indebtedness being owed to any Person other than the Company or a Guarantor, the Company or such Restricted Subsidiary, as applicable, shall be deemed to have Incurred Indebtedness not permitted by this clause (vi).

Limitation on Additional Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate of the Company to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of incur (collectively to "incur"as defined) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, PROVIDED that (A)(i) the Company will be permitted to may incur Indebtedness if (including Acquired i) after giving effect to the incurrence of such Indebtedness and Buildout Indebtednessthe receipt and application of the proceeds thereof, the Company's consolidated Fixed Charge Coverage Ratio (determined on a PRO FORMA basis for the last four fiscal quarters of the Company for which financial statements are available at the date of determination) is at least 2.00 to 1, and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness; and, PROVIDED, FURTHER, that any Restricted Subsidiary may incur Indebtedness if (i) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, such Restricted Subsidiary's Fixed Charge Coverage Ratio (determined on a PRO FORMA basis for the last four fiscal quarters of such Restricted Subsidiary for which financial statements are available at the date of determination) is at least 2.50 to 1, and (ii) no Default or Restricted Affiliate will Event of Default shall have occurred and be permitted continuing at the time or as a consequence of the incurrence of such Indebtedness. For purposes of computing the Fixed Charge Coverage Ratio, (A) if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition (by way of merger, consolidation or otherwise) of any Person, business, property or assets (an "ACQUISITION"), then such ratio shall be determined by giving effect (on a PRO FORMA basis, as if the transaction had occurred at the beginning of the four-quarter period) to incur both the incurrence or assumption of such Acquired Indebtedness or Buildout Indebtednesssuch other Indebtedness by the Company and the inclusion in the Company's or such Restricted Subsidiary's EBITDA of the EBITDA of the acquired Person, ifbusiness, property or assets, (B) if any Indebtedness to be incurred (x) bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account on a PRO FORMA basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months), (y) bears, at the option of the Company or a Subsidiary, a fixed or floating rate of interest, the interest expense on such Indebtedness shall be computed by applying, at the option of the Company or such Subsidiary, either casea fixed or floating rate and (z) was incurred under a revolving credit facility, immediately after the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period, (C) for any quarter prior to the date hereof included in the calculation of such ratio, such calculation shall be made on a PRO FORMA basis, giving pro forma effect to such incurrence (including the application PHI Acquisition, the issuance of the Notes and the use of the net proceeds therefrom as if the same had occurred at the beginning of the four-quarter period used to make such calculation and (D) for any quarter included in the calculation of such ratio prior to the date that any Asset Sale was consummated, or that any Indebtedness was incurred, or that any Acquisition was effected, by the Company or any of its Restricted Subsidiaries, such calculation shall he made on a PRO FORMA basis, giving effect to each Asset Sale, incurrence of Indebtedness or Acquisition, as the case may be, and the use of any proceeds therefrom), either as if the same had occurred at the beginning of the four-quarter period used to make such calculation. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness. The Company shall not, directly or indirectly, in any event incur any Indebtedness which by its terms (Xor by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if Company unless such Indebtedness is incurred prior also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to October 15, 2000 or 5.0 the Notes to 1.0 if the same extent and in the same manner as such Indebtedness is incurred on or after October 15, 2000 or (Y) subordinated pursuant to subordination provisions that are most favorable to the ratio holders of Total Consolidated any other Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesCompany.

Limitation on Additional Indebtedness. The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness); provided that if no Default or Event of Default shall -------- have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, except for Permitted Indebtedness; provided, that (A)(i) Insight Ohio or any of the Company will be permitted to Issuers' Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and Buildout Indebtedness) the receipt and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereof, either the Consolidated Leverage Ratio of the Issuers is less than 7 to 1. Notwithstanding the foregoing, Insight Ohio and the Issuers' Restricted Subsidiaries may incur Permitted Indebtedness; provided that such -------- Person will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes. The Issuers will not, and will not permit any of their Restricted Subsidiaries to, incur any Indebtedness which by its terms (Xor by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than Issuers or equal to 5.5 to 1.0 if such Restricted Subsidiary unless such Indebtedness is incurred prior also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to October 15the Notes or the Guarantee of such Guarantor, 2000 or 5.0 as the case may be, pursuant to 1.0 if subordination provisions that are substantively identical to the subordination provisions of such Indebtedness is incurred on (or after October 15, 2000 or (Ysuch agreement) that are most favorable to the ratio holders of Total Consolidated any other Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of Issuers or such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0Subsidiary, as the case may be. For purposes of determining compliance with this Section 10.11covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types categories of Permitted Indebtedness permitted by or is entitled to be incurred pursuant to the first paragraph of this covenantSection 4.06, the Company Issuers shall, in its their sole discretion shall discretion, classify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness shall be treated as having been incurred pursuant to only be required to include the amount of such Indebtedness as one of such typesclauses or pursuant to the first paragraph hereof.

Limitation on Additional Indebtedness. The Company No Obligor shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, issue, assume, issue, guarantee or in any other manner become directly or indirectly liable for or with respect tofor, contingently or otherwise, or become responsible for (including through any merger or consolidation to which such Obligor is a party or through any other acquisition of any Wholly-Owned Subsidiary or of any Person thereby becoming a Wholly-Owned Subsidiary) the payment of (collectively to collectively, an "incurincurrence") ), any obligations in respect of any Indebtedness (including any Acquired Indebtedness)or Guaranty, except for Permitted Indebtedness(a) Indebtedness evidenced by the Secured Notes and the Guarantors' Guaranty with respect thereto; provided(b) the Fleet Facility, PROVIDED, HOWEVER, that the Maximum Senior Debt Amount (A)(ias defined below) shall be reduced on a dollar for dollar basis as the commitment amount under the Revolving Loan portion of the Fleet Facility is reduced; (c) Indebtedness evidenced by the Subordinated Notes and any Guaranty Obligation with respect thereto; (d) Indebtedness of any Obligor to any other Obligor, PROVIDED, HOWEVER that the notes evidencing such Indebtedness are pledged to the Agent for the benefit of the Agent and the Holders; (e) accounts payable to trade creditors which are not aged beyond the normal business practices and current operating expenses which are not more than sixty (60) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same is actively contested in good faith and by appropriate and lawful proceedings and the Obligors shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Obligors= independent accountants; (f) Indebtedness that is set forth on Schedule 5.01(t)(i); (g) Indebtedness under operating leases (i.e., leases that are not considered Capital Leases); and (h) Purchase Money Indebtedness and total unsecured Indebtedness incurred in connection with the purchase of fixed assets not to exceed the sum of $500,000 in the aggregate at any time outstanding; and (i) Indebtedness other than described in subsections 7.05(a)-(h) not in excess of $50,000. Notwithstanding the foregoing sentence, the aggregate principal amount of the obligations incurred in respect of any Indebtedness or Guaranty by all Obligors which constitute Senior Debt shall not exceed the lesser of (i) the Company will be permitted to incur Indebtedness sum of (including Acquired Indebtedness and Buildout IndebtednessA) 65% of Eligible Inventory PLUS (B) $1,500,000, and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired $42,500,000 (the "MAXIMUM SENIOR DEBT AMOUNT"), and the aggregate principal amount of the obligations incurred in respect of any Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence Guaranty by all Obligors which constitute Subordinated Debt shall not exceed $7,500,000 (including the application of the net proceeds therefrom"MAXIMUM SUBORDINATED DEBT AMOUNT"), either (X) PROVIDED, HOWEVER, that the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not Maximum Subordinated Debt Amount shall be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred reduced on or after October 15, 2000 or (Y) a dollar for dollar basis by payments made by Issuer which reduce the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including principal amount outstanding under the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesSubordinated Notes.

Limitation on Additional Indebtedness. The Company Issuers shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate of the Issuers to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") incur any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, that ) unless (A)(ia) after giving effect to the Company will be permitted to incur Indebtedness (including Acquired incurrence of such Indebtedness and Buildout Indebtedness) the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (ii) excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Affiliate will be permitted Subsidiary) to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving the Issuers' EBITDA (determined on a pro forma effect to such incurrence (including basis for the application last four fiscal quarters of the net proceeds therefrom), either Issuers and their consolidated Restricted Subsidiaries for which financial statements are available at the date of determination) is less than (Xi) 6.25 to 1 if the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October November 15, 2000 or 5.0 and (ii) 6.0 to 1.0 1 if such the Indebtedness is incurred on or after October November 15, 2000 2000; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (Yon a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the ratio incurrence or assumption of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur such Acquired Indebtedness or Buildout Indebtednesssuch other Indebtedness by the Issuers or any Restricted Subsidiary (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Issuers and Restricted Subsidiaries in connection with acquisitions consummated by the Issuers during such four-quarter period) and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, ifbusiness, after giving property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect to such incurrence (including the application and as applied as of the net proceeds therefromIssue Date (together with the EBITDA of, and pro forma expense and cost reductions relating to, any other Person, business, property or assets acquired by the Issuers or any Restricted Subsidiary during such four-quarter period), and (b) no Default or Event of Default shall have occurred and be continuing at the ratio time or as a consequence of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow the incurrence of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0Indebtedness. For purposes of determining compliance with this Section 10.11, in Notwithstanding the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenantforegoing, the Company in its sole discretion shall classify such item of Indebtedness Issuers and only be required to include the amount of such Indebtedness as one of such typestheir Restricted Subsidiaries may incur Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness of the Company and the Restricted Subsidiaries (excluding, for purposes of this calculation only, purchase money mortgages that are Non-Recourse Indebtedness, to Consolidated Pro Forma Operating Cash Flow would Tangible Net Worth of the Company is less than 2.25 to 1; or (ii) the Consolidated Coverage Ratio exceeds 2.0 to 1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in an amount not be greater than or equal to 5.5 to 1.0 if in excess of $550 million outstanding in the aggregate at any one time; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) Indebtedness Incurred under a Warehouse Facility, provided that the amount of such Indebtedness is incurred prior (excluding funding drafts issued thereunder) outstanding at any time pursuant to October 15, 2000 this clause (iii) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; (iv) Indebtedness Incurred solely for the purpose of refinancing or 5.0 to 1.0 if such repaying any existing Indebtedness is incurred on or after October 15, 2000 or so long as (YA) the ratio principal amount of Total Consolidated such new Indebtedness to Total Invested Equity Capital would does not exceed 2.0 the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to 1.0 be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) on the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or after October 15repaid, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout (C) such new Indebtedness, if, after giving pro forma effect to such incurrence (including the application determined as of the net proceeds therefrom)date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity; and (v) if any Restricted Subsidiary guarantees payment of the Notes pursuant to Section 6.11, Indebtedness of the Company owed to a Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor; provided that upon any Guarantor ceasing to be a Guarantor or such Indebtedness being owed to any Person other than the Company or a Guarantor, the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of Company or such Restricted Affiliate would Subsidiary, as applicable, shall be deemed to have Incurred Indebtedness not be greater than or equal to 4.0 to 1.0permitted by this clause (v). For purposes of determining compliance with this Section 10.116.02, in the event that an item of proposed Indebtedness meets the criteria of more than one of the types categories of Indebtedness permitted by in clauses (i) through (v) above, or is entitled to be incurred pursuant to the first paragraph of this covenantSection 6.02, the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion shall classify discretion) such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such typesin any manner that complies with this covenant.

Limitation on Additional Indebtedness. The Company shall will not, and shall will not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") Incur any Indebtedness (including any Acquired Indebtedness)unless, except for Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom)thereto, either (Xi) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15of the Company and the Restricted Subsidiaries (excluding, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15for purposes of this calculation only, 2000 or (YA) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 purchase money mortgages that are Non- Recourse Indebtedness, and (B) on or after October 15Indebtedness Incurred under letters of credit, 2002, a Restricted Affiliate will be permitted escrow agreements and surety bonds obtained in the ordinary course of business) to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application Consolidated Tangible Net Worth of the net proceeds therefrom), Company is less than 2.25 to 1; or (ii) the ratio of Total Affiliate Indebtedness Consolidated Coverage Ratio exceeds 2.0 to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.01. For purposes of determining compliance with this Section 10.11, in Notwithstanding the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenantforegoing, the Company and its Restricted Subsidiaries may Incur: (i) Indebtedness under one or more Bank Credit Facilities in its sole discretion shall classify such item an amount not in excess of $400 million; (ii) purchase money mortgages that are Non-Recourse Indebtedness; (iii) obligations Incurred under letters of credit, escrow agreements and surety bonds in the ordinary course of business; (iv) Indebtedness and only be required to include Incurred under a Warehouse Facility, provided that the amount of such Indebtedness (excluding funding drafts issued thereunder) outstanding at any time pursuant to this clause (iv) may not exceed 98% of the value of the Mortgages pledged to secure Indebtedness thereunder; and (v) Indebtedness Incurred solely for the purpose of refinancing or repaying any existing Indebtedness so long as one (A) the principal amount of such typesnew Indebtedness does not exceed the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to be paid in connection with such refinancing or repayment and the expenses incurred in connection therewith), (B) the maturity of such new Indebtedness is not earlier than that of the existing Indebtedness to be refinanced or repaid, (C) such new Indebtedness, determined as of the date of Incurrence, has an Average Life at least equal to the remaining Average Life of the Indebtedness to be refinanced or repaid, (D) the new Indebtedness is pari passu with or subordinate to the Indebtedness being refinanced or repaid, and (E) the existing and new Indebtedness are obligations of the same entity.

Limitation on Additional Indebtedness. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary or Restricted Affiliate Subsidiaries to, directly or indirectly, createincur (as defined) any Indebtedness (including, incurwithout limitation, assume, issue, guarantee any Acquired Indebtedness); PROVIDED that if no Default or in any manner become directly Event of Default shall have occurred and be continuing at the time or indirectly liable for or with respect to, contingently or otherwiseas a consequence of the incurrence of such Indebtedness, the payment of (collectively to "incur") Company or any Restricted Subsidiary may incur Indebtedness (including any Acquired Indebtedness)) if the Company's Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1. Notwithstanding the foregoing, except for the Company and its Restricted Subsidiaries may incur Permitted Indebtedness; provided, that (A)(i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness and Buildout Indebtedness) and (ii) a Restricted Subsidiary or Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, in either case, immediately after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), either (X) the ratio of Total Consolidated Indebtedness to Consolidated Pro Forma Operating Cash Flow would not be greater than or equal to 5.5 to 1.0 if such Indebtedness is incurred prior to October 15, 2000 or 5.0 to 1.0 if such Indebtedness is incurred on or after October 15, 2000 or (Y) the ratio of Total Consolidated Indebtedness to Total Invested Equity Capital would not exceed 2.0 to 1.0 and (B) on or after October 15, 2002, a Restricted Affiliate will be permitted to incur Acquired Indebtedness or Buildout Indebtedness, if, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the ratio of Total Affiliate Indebtedness to Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be greater than or equal to 4.0 to 1.0. For purposes of determining compliance with this Section 10.114.06, in the event that an item of Indebtedness meets the criteria of more than one of the types categories of Permitted Indebtedness permitted by described in clauses (i) through (xii) of the definition thereof or is entitled to be incurred pursuant to the first paragraph of this covenantSection 4.06, the Company shall classify such Indebtedness in its sole discretion shall classify discretion, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph of this definition. Accrual of interest, the accretion of accreted value and only the payment of interest in the form of additional Indebtedness, in each case in accordance with the terms of the underlying Indebtedness at its time of incurrence by the Company or a Restricted Subsidiary, as the case may be, will not be required deemed to include be an incurrence of Indebtedness for purposes of this Section 4.06; PROVIDED that the underlying Indebtedness is incurred in accordance with the terms of this Indenture. Any increase in the Canadian dollar equivalent of outstanding Indebtedness of the Company or any of its Restricted Subsidiaries denominated in a currency other than Canadian dollars resulting from fluctuations in the exchange values of currencies shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.06 or the definition of Permitted Indebtedness; PROVIDED that the amount of Indebtedness of the Company outstanding at any time shall be the Canadian dollar equivalent of all such Indebtedness as one of the Company outstanding at such typestime.