Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary 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 (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, assume, issue, Guarantee assume or guarantee or in any manner become directly or indirectly liable for or with respect toliable, contingently or otherwise, for the payment of (collectivelyin each case, to "“incur") any Indebtedness (including any Acquired Indebtedness”), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired any Indebtedness, ifunless at the time of such incurrence, in either case, and after giving pro forma effect to such incurrence (including the receipt and application of the net proceeds therefrom)of such Indebtedness, the Indebtedness to EBITDA Consolidated Fixed Charge Coverage Ratio would be less of the Partnership is greater than or equal to 6 2 to 1. Indebtedness of any Person or any of Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiarymay incur Permitted Indebtedness. For purposes of determining compliance with this Section 10.1110.09, in the event that an item of proposed Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted IndebtednessIndebtedness described in clauses (a) through (q) of the definition thereof, or is entitled to be incurred pursuant to the first paragraph of this Section 10.09, the Company may, in its sole discretion, Issuers will be permitted to classify and divide such item of Indebtedness among more than one on the date of its incurrence, or later reclassify all or a portion of such items item of Indebtedness, in any manner that complies with this Section 10.09; provided that Indebtedness under the Credit Agreement outstanding on the date of this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (e) of the definition of Permitted IndebtednessIndebtedness and cannot be so reclassified. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Redeemable Capital Stock in the form of additional shares of the same class of Redeemable Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Redeemable Capital Stock for purposes of this Section 10.09. Notwithstanding any other provision of this Section 10.09, the maximum amount of Indebtedness that the Partnership or any Restricted Subsidiary may incur pursuant to this Section 10.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, issue, Guarantee guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 5 to 1. Indebtedness of any Person or any of its Subsidiaries person existing at the time such Person person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary 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 (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); providedPROVIDED, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma PRO FORMA effect to such incurrence (including the application of the net proceeds therefrom), the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1, in the case of any such incurrence on or before June 30, 2001, or less than or equal to 5 to 1, in the case of any such incurrence thereafter. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will shall not, and will shall not permit any Restricted Subsidiary or Restricted Affiliate to, directly or indirectly, create, incur, assume, issue, Guarantee guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively, collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute Permitted Indebtedness); provided, that (iA)(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 June 1, 2001 or 5.0 to 1.0 if such Indebtedness is incurred on or after June 1, 2001 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 June 1, 2003, 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 EBITDA Ratio Affiliate Pro Forma Operating Cash Flow of such Restricted Affiliate would not be less greater than or equal to 6 4.0 to 1. Indebtedness of any Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or is merged into or consolidated with the Company or any Restricted Subsidiary), whether or not such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary1.0. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness may be incurred by meeting meets the criteria of more than one or more items of Permitted Indebtednessthe types of Indebtedness permitted by this covenant, the Company may, in its sole discretion, discretion shall classify and divide such item of Indebtedness among more than and only be required to include the amount of such Indebtedness as one of such items of Permitted Indebtednesstypes.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, of its Subsidiaries to directly or indirectly, create, incur, assume, issue, Guarantee guarantee or in any manner otherwise become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of to (collectively, to "“incur"”) any Indebtedness (including any without limitation Acquired Indebtedness), ) and the Company will not permit any of its Subsidiaries to issue or have outstanding (except for Permitted Indebtedness (including Acquired Indebtedness if issued to or owned beneficially and of record by the Company or any of its Subsidiaries) any Capital Stock having a preference in liquidation or with respect to the extent it would constitute Permitted Indebtedness)payment of dividends; provided, provided that (i) the Company will be permitted to and its Subsidiaries may incur Permitted Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be permitted to the Company may incur Acquired Indebtedness, if, in either case, after giving effect thereto, the Company’s Consolidated Fixed Charge Ratio on the date thereof would be at least 2.0 to 1, determined on a pro forma effect to basis as if the incurrence of such incurrence (including additional Indebtedness and the application of the net proceeds therefrom)therefrom had occurred at the beginning of the four-quarter period used to calculate the Company’s Consolidated Fixed Charge Coverage Ratio. The Company will not, the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or and will not permit any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary (or to, incur any Indebtedness that is merged into or consolidated with expressly subordinated to any other Indebtedness of the Company or any Restricted Subsidiary), whether or not such Subsidiary unless such Indebtedness was incurred by its terms is also expressly made subordinated to the Securities in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (or being merged into or consolidated with the case of the Company or any Restricted Subsidiary) shall be deemed incurred at the time such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary Guarantees, in the case of a Subsidiary. For purposes of determining compliance with this Section 10.114.04, in the event that an item of proposed Indebtedness may be incurred by meeting meets the criteria of more than one or more items of the categories of Permitted Indebtedness described in clauses (i) through (x) of the definition of Permitted Indebtedness, or is entitled to be incurred pursuant to the Company mayfirst paragraph of this Section 4.04, the Company, in its sole discretion, may classify and divide such item of Indebtedness among more than one on the date of its incurrence, or later reclassify all or a portion of such items item of Indebtedness, in any manner that complies with this Section 4.04. Indebtedness under the Revolving Credit Facility outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of the definition of Permitted Indebtedness.

Limitation on Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its 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 herein) any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness (including Acquired Indebtedness to the extent it would constitute ) other than Permitted Indebtedness); provided, however, that (i) the Company will be permitted to or its Subsidiaries may incur Indebtedness (including Acquired Indebtedness) (a) if (i) after giving effect on a pro forma basis to the incurrence of such Indebtedness and to the extent set forth in the definition of Consolidated Fixed Charge Coverage Ratio the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio would be greater than 1:4 to 1; and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, after giving pro forma effect to such incurrence (including the application consequence of the net proceeds therefrom)incurrence of such Indebtedness and (b) in connection with a Permitted Mortgage Financing. The Company will not, the Indebtedness to EBITDA Ratio would be less than or equal to 6 to 1. Indebtedness of any Person or and will not permit any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that by its terms (or by the terms of any agreement governing such Indebtedness) is merged into or consolidated with expressly made subordinate to any other Indebtedness of the Company or any Restricted Subsidiary), whether or not Subsidiary unless such Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary is also expressly by its terms (or being merged into or consolidated with by the terms of any agreement governing such Indebtedness) subordinated to the same extent and in the same manner to the Senior Notes; provided, however, that no Indebtedness of the Company shall be deemed to be subordinated to any other Indebtedness of the Company or any Restricted Subsidiary) shall be deemed incurred at the time Subsidiary solely because such Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary. For purposes of determining compliance with this Section 10.11, in the event that an item of other Indebtedness may be incurred by meeting the criteria of one or more items of Permitted Indebtedness, the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one of such items of Permitted Indebtednessis secured.

Limitation on Additional Indebtedness. The Company will shall not, and will shall not permit any Restricted Subsidiary Group Member of the Company to, directly or indirectly, create, incur, assume, issue, Guarantee or in incur 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 (including Acquired Indebtedness to the extent it would constitute Permitted Indebtednessand including Disqualified Capital Stock); provided, provided that (i) the Company will be permitted to may incur Indebtedness (including Acquired IndebtednessIndebtedness or Disqualified Capital Stock) and if (iia) a Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if, in either case, 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 Company's Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1 if the Indebtedness is incurred prior to EBITDA Ratio would December 31, 1999 and 2.25 to 1 if 59 -53- the Indebtedness is incurred thereafter and (b) no Default or Event of Default shall have occurred and be less than or equal to 6 to 1. Indebtedness of any Person or any of its Subsidiaries existing continuing at the time or as a consequence of the incurrence of such Person becomes a Indebtedness. Notwithstanding the foregoing, (a) the Company and its Restricted Subsidiary Group Members may incur Permitted Indebtedness; (b) nothing in this Section 4.06 shall prohibit or restrict the ability of Ranger to incur Indebtedness directly except to the extent such Indebtedness is merged into or consolidated with guaranteed by the Company or any Restricted Subsidiary)Group Member; and (c) the issuance of Indebtedness representing only PIK Interest shall not constitute an incurrence of Indebtedness for purposes of this covenant. The Company shall not, whether or and shall not such permit any of its Restricted Group Members to, incur any Indebtedness was incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary which by its terms (or being merged into or consolidated with by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Restricted Group Member unless such Indebtedness is also by its terms (or by the terms of any Restricted Subsidiaryagreement governing such Indebtedness) shall be deemed incurred at made expressly subordinate in right of payment to the time Notes pursuant to subordination provisions that are substantively identical to the subordination provisions of such Person becomes a Restricted Subsidiary Indebtedness (or merges into or consolidates with such agreement) that are most favorable to the holders of any other Indebtedness of the Company or any such Restricted SubsidiaryGroup Member, as the case may be. For Any Indebtedness of an Unrestricted Subsidiary or Permitted Joint Venture that is not incurred by such Unrestricted Subsidiary or Permitted Joint Venture on a basis that is entirely non-recourse to the Company and its Restricted Group Members shall, for purposes of determining compliance this covenant and all determinations, hereunder with this Section 10.11respect to both the original incurrence of such Indebtedness and any subsequent determinations, in the event that an item of Indebtedness may be incurred by meeting the criteria of one or more items of Permitted hereunder relating to any other Indebtedness, be deemed Indebtedness of a Restricted Group Member to the Company may, in its sole discretion, classify and divide such item of Indebtedness among more than one extent of such items of Permitted Indebtednessrecourse.