Common use of Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock Clause in Contracts

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below, neither the Company nor any of the Company's Subsidiaries shall, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, would be less than 7.0 to 1. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this covenant, neither the Company nor and the Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2 to 1. 1 (as applicable, each the "Debt Incurrence Ratio"), then the Company may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding at and the time Guarantors may incur such person becomes a Subsidiary of Indebtedness (other than Disqualified Capital Stock). In addition, the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this covenant, neither the Company nor and its Subsidiaries will not, and will not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding Not withstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.25 to 1l (the "Debt Incurrence Ratio"), then the Company may incur such Indebtedness or Disqualified Capital Stock and its Subsidiaries may incur such Indebtedness. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this covenant, neither the Company nor Issuers and the Guarantors will not, and will not permit any of the Company's their Subsidiaries shallto, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Issuers and the Guarantors may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding Stock. Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such person Indebtedness becomes a Subsidiary of either of the Company Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with either of the Company Issuers or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary either of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the CompanyIssuers, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this Section 10, neither the Company nor and the Guarantors will not, and will not permit any of the Company's their Restricted Subsidiaries shallto, directly or indirectly, issue, assume, guarantyguarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries Guarantors may guarantee, incur Indebtedness and or Disqualified Capital Stock in addition to Permitted Indebtedness: if (ia) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (iib) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 (1) for any Incurrence Date occurring prior to 1. Indebtedness or Disqualified Capital Stock of and including December 31, 1998, at least 2.0 to l and (2) thereafter, at least 2.25 to 1 (any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Companyratio, as applicable, the "Debt Incurrence Ratio").

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.10, neither the Company nor and the Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guarantyguarantee, incur, create, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 (a) with respect to the incurrence of such Indebtedness or Disqualified Capital Stock, on or prior to August 1. , 1999 at least 2.0 to 1.0, (b) with respect to the incurrence of such Indebtedness or Disqualified Capital Stock after August 1, 1999, at least 2.25 to 1.0, and (c) with respect to the incurrence of such Indebtedness by Aeromet at any person which is outstanding time, at least 2.5 to 1.0 (as applicable, each the time such person becomes a Subsidiary of "Debt Incurrence Ratio"), then the Company may incur such Indebtedness or Disqualified Capital Stock and the Subsidiaries may incur such Indebtedness (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with than Disqualified Capital Stock). In addition, the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.11, neither the Company nor and the Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrencean"incurrence"), any Indebtedness or issue any Disqualified Capital Stock (including Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or issuance of Disqualified Capital Stock and (ii) on the date of such incurrence or issuance (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or issuance of Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Company may incur such Indebtedness or issue Disqualified Capital Stock of any person which is outstanding at and the time Guarantors may incur such person becomes a Subsidiary of Indebtedness (other than Disqualified Capital Stock). In addition, the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company foregoing limitations shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.11, neither the Company nor and the Subsidiary Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness (including, without duplication, guarantees of Indebtedness of the Company and the Subsidiary Guarantors otherwise permitted by this Indenture) or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness (without duplication) or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Company may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding at and the time Subsidiary Guarantors may incur such person becomes a Subsidiary of Indebtedness other than Disqualified Capital Stock. In addition, the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company foregoing limitations shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below, neither the Company nor any of the Company's Subsidiaries shall, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, incur 63 Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, would be less than 7.0 to 1. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.10, neither the Company nor shall not, and shall not permit any of the Company's its Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except for Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtednessforegoing: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence Incurrence (the "Incurrence Date"), the Leverage Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Interest Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.00 to 1. l (the "Debt Incurrence Ratio"), then the Company and its Subsidiaries may incur such Indebtedness or Disqualified Capital Stock Stock. Indebtedness of any person Person which is outstanding at the time such person Person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the 42 Company or a Subsidiary of the Company shall be deemed to have been Incurred incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowThe Issuer and the Guarantors will not, neither the Company nor and will not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company Issuer for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to l, or, for an Incurrence Date after January 1, 2000, at least 2.25 to 1(each, a "Debt Incurrence Ratio"), then the Issuer may incur such Indebtedness or Disqualified Capital Stock and the Guarantors may incur such Indebtedness. Indebtedness or Disqualified Capital Stock of any person Person which is outstanding at the time such person Person becomes a Subsidiary of the Company Issuer (including upon designation of any subsidiary or other person Person as a Subsidiary) or is merged with or into or consolidated with the Company Issuer or a Subsidiary of the Company Issuer shall be deemed to have been Incurred incurred at the time such Person person becomes such a Subsidiary of the Company Issuer or is merged with or into or consolidated with the Company Issuer or a Subsidiary of the CompanyIssuer, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this Section 4.10, neither the Company nor Issuer and the Guarantors will not, and will not permit any of the Company's their Subsidiaries shallto, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "“Incurrence Date"”), the Leverage Consolidated Coverage Ratio of the Company Xxxxxxx International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the “Debt Incurrence Ratio”), then the Issuer and the Guarantors may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding Stock. Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such person Indebtedness becomes a Subsidiary of the Company Issuer (including upon designation of any subsidiary Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company Issuer or a Subsidiary of the Company Issuer, as applicable. Upon each incurrence of Indebtedness, the Issuer may designate pursuant to which provision of this Section 4.10 (including pursuant to which clause of the definition of “Permitted Indebtedness”) such Indebtedness is being incurred and the Issuer may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been Incurred at the time such Person becomes such a Subsidiary incurred or outstanding under any other provision of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicablethis Section 4.10.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below, neither the Company nor any of the Company's Subsidiaries shall, directly or indirectly, issue, assume, guarantyguarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, incur Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, would be less than 7.0 ____ to 1____. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below(a) The Company shall not, neither the Company nor and shall not permit any of the Company's its Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible 40 for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock Funded Recourse Debt (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding or any Disqualified Capital Stock; provided that, notwithstanding the foregoing limitationsforegoing, (i) the Company may incurmay, and the may permit any of its Subsidiaries may guaranteeto, Indebtedness and incur Funded Recourse Debt (including Acquired Recourse Debt) or Disqualified Capital Stock in addition to Permitted Indebtedness: if (iA) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness Funded Recourse Debt or Disqualified Capital Stock and the application of the proceeds therefrom and (iiB) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness Funded Recourse Debt or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Interest Coverage Ratio, the use of proceeds thereoftherefrom, would be less than 7.0 at least 1.55 to 1. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of 1.0 and (ii) the Company may, and may permit any of its Subsidiaries to, incur any Permitted Recourse Debt (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Companyincluding, as applicablewithout limitation, Secured Portfolio Debt).

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.7, neither the Company nor and the Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any (including Disqualified Capital Stock (including and Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock Indebtedness, and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.25 to 1. 1.0 (the "Debt Incurrence Ratio"), then the Company and the Guarantors may incur such Indebtedness or (including Disqualified Capital Stock of any person which is outstanding at Stock). In addition, the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this covenant, neither the Company nor Issuers and the Guarantors, if any, will not, and will not permit any of the Company's their Subsidiaries shallto, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Issuers and the Guarantors, if any, may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding Stock. Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such person Indebtedness becomes a Subsidiary of either of the Company Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with either of the Company Issuers or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary either of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the CompanyIssuers, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowThe Company and the Subsidiary Guarantors will not, neither the Company nor and will not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Indebtedness(including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or (including, without duplication, guarantees of Indebtedness of the Company and the Subsidiary Guarantors otherwise permitted by the Indenture)or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, and the use of proceeds thereof, would be less than the Leverage Ratio shall not exceed 7.0 to 1. 1 (the "Debt Incurrence Ratio"), then the Company and the Subsidiary Guarantors may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding at and the time Subsidiaries may incur such person becomes a Subsidiary of Indebtedness or Disqualified Capital Stock. In addition, the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except (x) as set forth belowin this covenant or (y) by merger or consolidation by and among or between any Issuer or Guarantor, neither the Company nor Issuers and the Guarantors will not, and will not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Acquired Indebtedness) or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company Trust for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis Pro Forma Basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, and the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Trust may incur such Indebtedness (including Acquired Indebtedness) or Disqualified Capital Stock of any person which is outstanding at the time Issuers (other than the Trust) and the Guarantors may incur such person becomes a Subsidiary of the Company Indebtedness (including upon designation of Acquired Indebtedness) and any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicableSubsidiaries may incur Acquired Indebtedness.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowbelow in this covenant, neither the Company nor Issuers and the Guarantors, if any, will not, and will not permit any of the Company's their Subsidiaries shallto, individually or collectively, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than ), except Permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company Sun International for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.0 to 1. l (the "Debt Incurrence Ratio"), then the Issuers and the Guarantors, if any, may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding Stock. Acquired Indebtedness shall be deemed to have been incurred at the time the person who incurred such person Indebtedness becomes a Subsidiary of either of the Company Issuers (including upon designation of any subsidiary Unrestricted Subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with either of the Company Issuers or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary either of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the CompanyIssuers, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below, neither the Company nor any of the Company's Subsidiaries shall, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, incur Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, would be less than 7.0 to 1. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowThe Company will not, neither the Company nor and will not permit any of the Company's its Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), ) or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, appropriate an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted permitted Indebtedness. Notwithstanding the foregoing limitationsforegoing, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness (including, without duplication, guarantees of Indebtedness of Principal Subsidiary otherwise permitted by this Indenture) or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness (without duplication) or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, thereof would be less than 7.0 at least 2.0 to 1. 1 (the "Debt Incurrence Ratio") (it being understood that for purposes of determining such Debt Incurrence Ratio, the Notes, the Exchange Notes, and all interest thereon shall not be included), then the Company may incur such Indebtedness or Disqualified Capital Stock of any person which is outstanding at and the time Subsidiaries may incur such person becomes a Subsidiary of Indebtedness other than Disqualified Capital Stock. In addition, the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to:

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth below, neither the Company nor any of the Company's Subsidiaries shall, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness or any Disqualified Capital Stock (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, incur Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Ratio, the use of proceeds thereof, would be less than 7.0 to 1. Indebtedness or Disqualified Capital Stock of any person which is outstanding at the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company Compa- ny or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock. Except as set forth belowin this Section 4.7, neither the Company nor and the Guarantors shall not, and shall not permit any of the Company's their Subsidiaries shallto, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "“incur" ” or, as appropriate, an "“incurrence"”), any Indebtedness or any (including Disqualified Capital Stock (including and Acquired Indebtedness) ), other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company may incur, and the Subsidiaries may guarantee, Indebtedness and Disqualified Capital Stock in addition to Permitted Indebtedness: if (i) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a PRO FORMA pro forma basis to, such incurrence of Indebtedness or Disqualified Capital Stock Indebtedness, and (ii) on the date of such incurrence (the "“Incurrence Date"”), the Leverage Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a PRO FORMA pro forma basis to such incurrence of such Indebtedness or Disqualified Capital Stock and, to the extent set forth in the definition of Leverage Consolidated Coverage Ratio, the use of proceeds thereof, would be less than 7.0 at least 2.25 to 1. 1.0 (the “Debt Incurrence Ratio”), then the Company and the Guarantors may incur such Indebtedness or (including Disqualified Capital Stock of any person which is outstanding at Stock). In addition, the time such person becomes a Subsidiary of the Company (including upon designation of any subsidiary or other person as a Subsidiary) or is merged with or into or consolidated with the Company or a Subsidiary of the Company shall be deemed to have been Incurred at the time such Person becomes such a Subsidiary of the Company or is merged with or into or consolidated with the Company or a Subsidiary of the Company, as applicable.foregoing limitations will not apply to: