Common use of Limitation on Incurrence of Debt Clause in Contracts

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below) (provided that any Debt Incurred under the revolving portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing is at the time or as a consequence of the Incurrence of such Debtleast 2.00:1.00; provided further, that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if shall not exceed $10.0 million. If, during the Secured Leverage Ratio Four Quarter Period or subsequent thereto and prior to the date of determination, the Company and or any of its Restricted SubsidiariesSubsidiaries shall have engaged in any asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)that is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (ax) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities Agreement on the Issue Date shall at all times initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount ,” and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will may not later be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9.re-classified and

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 2.25:1 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:13.0:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Debt Indebtedness (including Acquired Debt); provided that the Company ) and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that (i) the Company and any Guarantor (other than Guitar Center and its Restricted Subsidiaries) may Incur Debt incur Indebtedness (including Acquired Debt) if, immediately after giving effect to and any Restricted Subsidiary may issue Preferred Stock if the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Subsidiaries (on a consolidated combined basis) for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0 and (ii) Guitar Center and any Restricted SubsidiariesSubsidiary of Guitar Center that is a Guarantor may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Fixed Charge Coverage Ratio for Guitar Center’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if any such Debt (including any other Debt being Incurred contemporaneously)the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below), proceeds therefrom had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Foursuch four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1quarter period. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the The first paragraph of this SECTION 4.9, covenant will not prohibit the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or incurrence of any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of following (collectively, “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9.):

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below) (provided that any Debt Incurred under the revolving portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing is at the time or as a consequence of the Incurrence of such Debtleast 2.00:1.00; provided further, that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if shall not exceed $10.0 million. If, during the Secured Leverage Ratio Four Quarter Period or subsequent thereto and prior to the date of determination, the Company and or any of its Restricted SubsidiariesSubsidiaries shall have engaged in any asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)that is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall divide and classify, and from time to time may divide and reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of accreted value or original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Acquired Debt (including Acquired or any other Debt); provided that the Company and any of its Restricted Subsidiaries may Incur any Acquired Debt (including Acquired Debt) or any other Debt if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously, other than Debt Incurred under the revolving portion of a Credit Facility), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowother than Debt Incurred under the revolving portion of a Credit Facility), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would would, (i) with respect to any Incurred Acquired Debt, either (A) be greater than 2.00:1 2.00 to 1.00 or (B) increase, and, (ii) with respect to any other Incurred Debt, be greater than 2.00 to 1.00 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning substantially contemporaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part clause (a) in of the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that the U.S. dollar-equivalent principal amount of Debt Incurred under the Credit Facilities on the Issue Date denominated in a foreign currency shall at all times be treated calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt, provided, however, that if such Debt is Incurred to refinance other Debt denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as Incurred pursuant to clause (i) the principal amount of such refinancing Debt does not exceed the definition principal amount of “Permitted Debt”such indebtedness being refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees at least to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Limitation on Incurrence of Debt. The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, that Holdings, the Company Issuer and any of its Restricted Subsidiaries (other than any Foreign Restricted Subsidiary) may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Holdings and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt, other than Debt Incurred under the revolving portion of a Credit Facility, being Incurred contemporaneously), and any other Debt (other than Debt Incurred under the revolving portion of the Credit Facility) Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 2.00 to 1.00 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further. If the Debt which is the subject of a determination under this provision is Acquired Debt, that or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted SubsidiariesSubsidiary, then such ratio shall be determined by giving effect (on a pro forma basis basis, as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by Holdings or any of its Restricted Subsidiaries and (y) the beginning inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Holdings and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (a) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that Debt Incurred the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be treated as Incurred pursuant to clause (i) calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of the definition term Debt, or first committed, in the cases of “Permitted the revolving credit Debt”, provided, however, that if such Debt is Incurred to Refinance other Debt denominated in the same or different currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such indebtedness being Refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and or any of its Restricted Subsidiaries may Incur additional Debt (including Acquired Debt) if, immediately after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Total Debt Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater less than 2.00:1 or equal to 4.75 to 1.0 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, further that the amount of Debt (other than Permitted Debt) that may be Incurred by Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if foregoing shall not exceed $25.0 million at any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1one time outstanding. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular compliance with this Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be reclassified and (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under this SECTION 4.9, any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9covenant, except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories in the definition of “Permitted Debt” or Debt and under part (a) in Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classifymay classify and divide, and from time to time may redivide and reclassify, all or any portion of such item of Debt, Debt in more than one of the types of Debt described (provided that at the time of reclassification or redivision such Debt Incurred under meets the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”criteria in such category or categories). The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form forms of additional Debt or payment of dividends on Redeemable Capital Interests in the forms of additional shares of Redeemable Capital Interests with the same terms and any changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Redeemable Capital Interests for purposes of this SECTION Section 4.9. The Company will not and will not permit any Guarantor to, directly or indirectly, incur any Debt that by to its terms is (or by the terms of any agreement governing such Debt) subordinated in right of payment to any other Debt of the Company or of such Guarantor, as the case may be, unless such Debt is also by its terms (or by the terms of any agreement governing such Debt) made expressly subordinate in right of payment to the Notes or the Note Guarantee of such Guarantor, to the same extent and in the same manner as such Debt is subordinated to such other Debt of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company or any Guarantor solely by virtue of being unsecured or secured by a Permitted Lien or by virtue of the fact that the holders of such Debt have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them or other payments among them.

Limitation on Incurrence of Debt. The Company will notmay not Incur, and will may not permit any of its Restricted Subsidiaries toto Incur, Incur any Debt (including Acquired Debt); provided PROVIDED, HOWEVER, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio Company may Incur any Debt and (b) the Company may permit a Subsidiary to Incur Acquired Debt, if, in either case, immediately thereafter the ratio of (A) the aggregate principal amount of Debt of the Company and its Restricted SubsidiariesSubsidiaries outstanding as of the date of such Incurrence to (B) Pro Forma Consolidated Cash Flow for the most recently ended full fiscal quarter multiplied by four, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodsuch fiscal quarter, would be less than 6.0 to 1 but greater than 2.00:1 and zero. Notwithstanding the foregoing limitation, the Company may Incur and, as applicable, may permit its Subsidiaries to Incur, without duplication, the following Debt: (bi) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis or any Subsidiary under the Credit Facility in an aggregate principal amount not to exceed $150.0 million at any one time outstanding; (ii) Guarantees by Subsidiaries of Debt under the Credit Facility Incurred by the Company in accordance with this covenant; (iii) Debt of the Company evidenced by the Notes; (iv) Debt owed by the Company to any wholly owned Subsidiary of the Company or owed by any wholly owned Subsidiary of the Company to the Company or any other wholly owned Subsidiary of the Company (but only so long as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, is held by the Company or such wholly owned Subsidiary); (v) Debt outstanding on the date the Notes are originally issued under the Indenture; (vi) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, PROVIDED that such Debt is extinguished within two Business Days of its Incurrence; (vii) Refinancing Debt; and its Restricted Subsidiaries may Incur Permitted Debt(viii) renewals of Guarantees permitted by clause (ii) above. For purposes of determining any particular amount of Debt under this SECTION 4.9covenant, Guarantees of (or obligations with respect to letters of credit supporting supporting) Debt otherwise included in the determination of such particular amount shall not also be included. For purposes the purpose of determining compliance with this SECTION 4.9covenant, (A) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9above clauses, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of classify such item of Debt, provided that Debt Incurred under and only be required to include the Credit Facilities on amount and type of such Debt in one of such clauses; and (B) the Issue Date amount of Debt issued at a price which is less than the principal amount thereof shall at all times be treated as Incurred pursuant equal to clause (i) the amount of the definition of “Permitted Debt”liability in respect thereof determined in accordance with GAAP. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.94.10.

Limitation on Incurrence of Debt. The Company will Tembec Inc. shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, Tembec Inc. would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant 2.00 to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:11.0. -52- Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company Tembec Inc. and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times as being within one or more of such categories or as being Debt permitted to be treated as Incurred pursuant to clause (i) the first paragraph of the definition of “Permitted Debt”this Section 4.9. The accrual of interestinterest and dividends, the accretion or of accreted value, the amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or Debt, the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this covenant, any increase in the United States dollar equivalent of outstanding Debt of Tembec Inc. or any of its Restricted Subsidiaries denominated in a currency other than United States dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of Tembec Inc. and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the United States dollar equivalent of all such Debt of Tembec Inc. and its Restricted Subsidiaries outstanding at such time. Tembec Inc. will not, and will not permit the Company or any Guarantor to incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of Tembec Inc., the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, however, that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Company’s Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the most recently ended Four-Quarter Period (as defined below), had been Incurred and for which internal financial statements are available on or immediately preceding the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other date on which such additional Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodis Incurred, would be greater than 2.00:1 and have been at least 2.00 to 1.00, calculated on a Pro Forma Basis (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on including a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below) had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1therefrom). Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant to the first paragraph of this Section 4.9; provided that Debt Incurred all Indebtedness outstanding under the ABL Credit Facilities Facility on the Issue Date shall at all times be treated as Incurred pursuant to incurred on the Issue Date under clause (i) of the definition of “Permitted Debt”. Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt. The accrual of interestinterest and dividends, the accretion of accreted value, the accretion or amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or Debt, the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt ;provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Company or any of its Restricted Subsidiaries denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of the Company and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the U.S. Dollar equivalent of all such Debt of the Company and its Restricted Subsidiaries outstanding at such time. In the event an item of Debt (or any portion thereof) is Incurred as Permitted Debt on the same date that an item of Debt is Incurred under the first paragraph of this Section 4.9, then the Consolidated Fixed Charge Coverage Ratio will be calculated with respect to such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless the Company elects otherwise, the Incurrence of Debt will be deemed Incurred first under the first paragraph of this Section 4.9 to the extent permitted, with the balance Incurred as Permitted Debt. The Company will not, and will not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Four‑Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Four‑Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Four‑Quarter Period had been repaid at the beginning of the Four-Quarter Four‑Quarter Period, would be 509335-2181-14734-Active.16594683.10 greater than 2.00:1 2.00:1.00 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Four‑Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Four‑Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Four‑Quarter Period had been repaid at the beginning of the Four-Quarter Four‑Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.93.00:1.00.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, that the Company and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 2.0 to 1.0 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified, (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one (1) of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times as being within one (1) or more of such categories or as being Debt permitted to be treated as Incurred pursuant to clause (i) the first paragraph of the definition of “Permitted Debt”this Section 4.9. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Equity Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a lesser extent or with a lower priority.

Limitation on Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below)Four‑Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Four‑Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Four‑Quarter Period had been repaid at the beginning of the Four-Quarter Four‑Quarter Period, would be greater than 2.00:1 2.00:1.00 and (b) no Event of Exhibit 4.1 Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Four‑Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Four‑Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Four‑Quarter Period had been repaid at the beginning of the Four-Quarter Four‑Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.93.00:1.00.

Limitation on Incurrence of Debt. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company Issuer and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, Issuer would be greater than 2.00:1 (i) on or prior to June 30, 2011, 2.0:1.0, (ii) following June 30, 2011 and on or prior to June 30, 2012, 2.25:1.0 and (iii) following June 30, 2012, 2.5:1.0 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Issuer and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Debt outstanding or Incurred under any Credit Facility on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not be re-classified, (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt and may divide an item into more than one type of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt Debt, or payment of dividends on Capital Interests in the forms form of additional shares of Capital Interests with the same terms or the reclassification of Capital Interests as Debt due to a change in GAAP will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced.

Limitation on Incurrence of Debt. The Company American Commercial Lines will not, and will not permit any of its Restricted Subsidiaries (including the Company) to, Incur any Debt (including Acquired Debt); provided that American Commercial Lines, the Company and any of its American Commercial Lines’ Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, American Commercial Lines would be greater than 2.00:1 2.5 to 1.0 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 Debt; provided furtherprovided, however, that (A) the amount of Debt (excluding Acquired Debt permitted pursuant to clause (B) below) that may be Incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $10.0 million at any one time outstanding and (B) the amount of Acquired Debt that may not Incur any Debt be Incurred pursuant to this paragraph if the Secured Leverage Ratio foregoing by Restricted Subsidiaries that are not Guarantors of the Company Notes shall not exceed $20.0 million at any one time outstanding (clauses (A) and its Restricted Subsidiaries(B) collectively, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneouslythe “Non-Guarantor Exceptions”), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified, (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyAmerican Commercial Lines, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms in each case will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, however, that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Company’s Consolidated Fixed Charge Coverage Ratio of for the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Company’s most recently ended Four-Quarter Period (as defined below), had been Incurred and for which internal financial statements are available on or immediately preceding the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other date on which such additional Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodis Incurred, would be greater than 2.00:1 and have been at least 2.00 to 1.00, calculated on a Pro Forma Basis (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on including a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below) had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1therefrom). Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant to the first paragraph of this Section 4.9; provided that Debt Incurred all Indebtedness outstanding under the ABL Credit Facilities Facility on the Issue Date shall at all times be treated as Incurred pursuant to incurred on the Issue Date under clause (i) of the definition of “Permitted Debt”. Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt. The accrual of interestinterest and dividends, the accretion of accreted value, the accretion or amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or Debt, the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Company or any of its Restricted Subsidiaries denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of the Company and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the U.S. Dollar equivalent of all such Debt of the Company and its Restricted Subsidiaries outstanding at such time. In the event an item of Debt (or any portion thereof) is Incurred as Permitted Debt (other than Permitted Debt pursuant to clause (xv) of the definition thereof) on the same date that an item of Debt is Incurred under the first paragraph of this Section 4.9, then the Consolidated Fixed Charge Coverage Ratio will be calculated with respect to such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless the Company elects otherwise, the Incurrence of Debt will be deemed Incurred first under the first paragraph of this Section 4.9 to the extent permitted, with the balance Incurred as Permitted Debt. The Company will not, and will not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiariesparagraph, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, that would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining not exceed $40.0 million at any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9outstanding.

Limitation on Incurrence of Debt. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company Parent and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Parent and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below)Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing is at the time or as a consequence of the Incurrence of such Debtleast 2.00:1.00; provided provided, further, that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not the Issuer or Guarantors may not Incur any Debt pursuant to this paragraph if shall not exceed $50.0 million. If, during the Secured Leverage Ratio Four Quarter Period or subsequent thereto and prior to the date of the Company and determination, Parent or any of its Restricted SubsidiariesSubsidiaries shall have engaged in any asset sale or asset acquisition, Restricted Payments, investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such asset sale or asset acquisition, Restricted Payments, investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)that is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by Parent or any of its Restricted Subsidiaries and the beginning inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Parent and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyParent, in its sole discretion, shall divide and classify, and from time to time may divide and reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of accreted value or original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Issuer and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the First Lien Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:12.5:1. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9. No Debt will be deemed to be subordinated in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

Limitation on Incurrence of Debt. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt), and the Issuer will not permit any of its Restricted Subsidiaries to issue any Preferred Interests; provided provided, that the Company Issuer and any of its Restricted Subsidiaries may Incur any Debt (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Interests, in each case, if, immediately after giving effect to the Incurrence of such Debt or issuance of such Preferred Interests and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Issuer and its Restricted Subsidiaries, Subsidiaries (determined on a pro forma basis as if any such Debt or any Preferred Interests (including any other Debt or Preferred Interests being Incurred or issued contemporaneously), and any other Debt or Preferred Interests Incurred or issued since the beginning of the Four-Four Quarter Period (as defined below)Period, had been Incurred or issued, as the case may be and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, ) would be greater than 2.00:1 at least 2.00 to 1.00 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding previous paragraph, the Company Issuer and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount the following items of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9.):

Limitation on Incurrence of Debt. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided Debt); provided, however, that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Company’s Consolidated Fixed Charge Coverage Ratio of for the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Company’s most recently ended Four-Quarter Period (as defined below), had been Incurred and for which internal financial statements are available on or immediately preceding the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other date on which such additional Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodis Incurred, would be greater than 2.00:1 and have been at least 2.00 to 1.00, calculated on a Pro Forma Basis (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on including a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below) had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1therefrom). Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant to the first paragraph of this Section 4.9; provided that Debt Incurred all Indebtedness outstanding under the Credit Facilities ABL Facility on the Issue Date shall at all times be treated as Incurred pursuant to incurred under clause (i) of the definition of “Permitted Debt”. Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt. The accrual of interestinterest and dividends, the accretion of accreted value, the accretion or amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or Debt, the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt ;provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Company or any of its Restricted Subsidiaries denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of the Company and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the U.S. Dollar equivalent of all such Debt of the Company and its Restricted Subsidiaries outstanding at such time. In the event an item of Debt (or any portion thereof) is Incurred as Permitted Debt on the same date that an item of Debt is Incurred under the first paragraph of this Section 4.9, then the Consolidated Fixed Charge Coverage Ratio will be calculated with respect to such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless the Company elects otherwise, the Incurrence of Debt will be deemed Incurred first under the first paragraph of this Section 4.9 to the extent permitted, with the balance Incurred as Permitted Debt. The Company will not, and will not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, however, that the Company and any of its Restricted Subsidiaries the Guarantors may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, Subsidiaries would be greater than 2.00:1 2.00 to 1.00 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur Debt (any Debt Incurred pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis provision being herein referred to as if any such Debt (including any other Debt being Incurred contemporaneously“Coverage Debt”), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) Debt outstanding under the Company’s existing accounts receivables facility on the Issue Date shall at all times be treated as Incurred pursuant to clause (xv) of the definition of “Permitted Debt” and (z) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories any Coverage Debt and any category of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9Debt, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that Debt Incurred the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be treated as Incurred pursuant to clause (i) of calculated based on the definition of “Permitted Debt”. The accrual of interestrelevant currency exchange rate in effect on the date such Debt was Incurred, the accretion or amortization of original issue discount and the payment of interest on Debt in the form case of additional Debt any term Debt, or payment of dividends on Capital Interests first committed, in the forms cases of additional shares of Capital Interests with any revolving credit Debt, provided, however, that if such Debt is Incurred to Refinance other Debt denominated in the same terms will not or different currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to be an Incurrence have been exceeded so long as the principal amount of such Refinancing Debt or issuance does not exceed the principal amount of Capital Interests for purposes of this SECTION 4.9such indebtedness being Refinanced.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt, other than Debt Incurred under the revolving portion of a Credit Facility, being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below)Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 2.25 to 1.00 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that Debt Incurred the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be treated as Incurred pursuant to clause (i) calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of the definition term Debt, or first committed, in the cases of “Permitted the revolving credit Debt”, provided, however, that if such Debt is Incurred to refinance other Debt denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such indebtedness being refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowprovided that any Debt Incurred under the revolving portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 2.0:1.0, 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously, other than Debt Incurred under the revolving portion of a Credit Facility), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowother than Debt Incurred under the revolving portion of a Credit Facility), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 2.00 to 1.00 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning substantially contemporaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part clause (a) in of the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that the U.S. dollar-equivalent principal amount of Debt Incurred under the Credit Facilities on the Issue Date denominated in a foreign currency shall at all times be treated calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt, provided, however, that if such Debt is Incurred to refinance other Debt denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as Incurred pursuant to clause (i) the principal amount of such refinancing Debt does not exceed the definition principal amount of “Permitted Debt”such indebtedness being refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Total Debt Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater less than 2.00:1 or equal to 6.0 to 1.0, 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular compliance with this Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under this SECTION 4.9, any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Total Debt Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater less than 2.00:1 or equal to 5.25 to 1.0, 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular compliance with this Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under this SECTION 4.9, any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that provided, the Company and any of its Restricted Subsidiaries the Guarantors may Incur Debt (including Acquired Debt) ifso long as, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowother than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For the purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt; provided, provided however, that Debt Incurred under the Credit Facilities outstanding on the Issue Date under the Credit Agreement shall at all times always be treated as deemed Incurred pursuant to under clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests Stock in the forms of additional shares of Capital Interests Stock with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests Stock for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowin the definition of “Consolidated Fixed Charge Coverage Ratio”) (provided that any Debt Incurred under the revolving portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 (x) on or prior to March 15, 2010, 2.25:1, and (y) thereafter, 2.50:1, 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Limitation on Incurrence of Debt. The Company will notmay not Incur, and will may not permit any of its Restricted Subsidiaries toto Incur, Incur any Debt (including Acquired Debt); provided PROVIDED, HOWEVER, that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio Company may Incur any Debt and (b) the Company may permit a Subsidiary to Incur Acquired Debt, if, in either case, immediately thereafter the ratio of (A) the aggregate principal amount of Debt of the Company and its Restricted SubsidiariesSubsidiaries outstanding as of the date of such Incurrence to (B) Pro Forma Consolidated Cash Flow for the most recently ended full fiscal quarter multiplied by four, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodsuch fiscal quarter, would be less than 6.0 to 1 but greater than 2.00:1 and zero. Notwithstanding the foregoing limitation, the Company may Incur and, as applicable, may permit its Subsidiaries to Incur, without duplication, the following Debt: (bi) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis or any Subsidiary under the Credit Facility in an aggregate principal amount not to exceed $200.0 million at any one time outstanding; (ii) Guarantees by Subsidiaries of Debt under the Credit Facility Incurred by the Company in accordance with this covenant; (iii) Debt of the Company evidenced by the Notes; (iv) Debt owed by the Company to any Subsidiary of the Company or owed by any Subsidiary of the Company to the Company or any other Subsidiary of the Company (but only so long as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraph, is held by the Company or such Subsidiary); (v) Debt outstanding on the date the Notes are originally issued under the Indenture; (vi) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, PROVIDED that such Debt is extinguished within two Business Days of its Incurrence; (vii) Refinancing Debt; and its Restricted Subsidiaries may Incur Permitted Debt(viii) renewals of Guarantees permitted by clause (ii) above. For purposes of determining any particular amount of Debt under this SECTION 4.9covenant, Guarantees of (or obligations with respect to letters of credit supporting supporting) Debt otherwise included in the determination of such particular amount shall not also be included. For purposes the purpose of determining compliance with this SECTION 4.9covenant, (A) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9above clauses, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of classify such item of Debt, provided that Debt Incurred under and only be required to include the Credit Facilities on amount and type of such Debt in one of such clauses; and (B) the Issue Date amount of Debt issued at a price which is less than the principal amount thereof shall at all times be treated as Incurred pursuant equal to clause (i) the amount of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt liability in the form of additional Debt or payment of dividends on Capital Interests respect thereof determined in the forms of additional shares of Capital Interests accordance with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9GAAP.

Limitation on Incurrence of Debt. The Company Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company Parent and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Parent and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below) (provided that any Debt Incurred under the revolving portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing is at the time or as a consequence of the Incurrence of such Debtleast 2.00:1.00; provided further, that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not the Issuer or Guarantors may not Incur any Debt pursuant to this paragraph if shall not exceed $50.0 million. If, during the Secured Leverage Ratio Four Quarter Period or subsequent thereto and prior to the date of the Company and determination, Parent or any of its Restricted SubsidiariesSubsidiaries shall have engaged in any asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such asset sale or asset acquisition, investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)that is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by Parent or any of its Restricted Subsidiaries and the beginning inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Parent and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyParent, in its sole discretion, shall divide and classify, and from time to time may divide and reclassify, all or any portion of such item of Debt. Parent will not, and will not permit any of its Restricted Subsidiaries to, redeem, defease, repurchase, repay, acquire or retire for value any of the Senior Unsecured Notes out of the proceeds of a substantially concurrent incurrence of Debt representing ABL Obligations or any other Pari Passu Lien Obligations; provided that Debt Incurred under Parent or any of its Restricted Subsidiaries may utilize Permitted Additional Note Obligations for such purpose after the Credit Facilities on 12 month anniversary of the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”Date. The accrual of interest, the accretion or amortization of accreted value or original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Issuer and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiariesparagraph, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, that would be not exceed the greater than 3.00:1. Notwithstanding the immediately preceding paragraph, the Company of $40.0 million and its Restricted Subsidiaries may Incur Permitted Debt. For purposes 4.0% of determining Tangible Assets at any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION 4.9outstanding.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, unless, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) therefrom the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below) (other than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 2.0:1. If, during the Four Quarter Period or subsequent thereto and (b) no Event prior to the date of Default determination, the Company or any of its Restricted Subsidiaries shall have occurred engaged in any Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that (i) the Company Issuers and any of its their Restricted Subsidiaries that are Guarantors may Incur Debt (including Acquired Debt) ifand (ii) Restricted Subsidiaries that are not Guarantors may incur Acquired Debt, if immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) therefrom the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant 2.0 to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:11.0. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, Guarantees (x) Guarantees, or obligations with respect to letters of credit credit, supporting Debt otherwise included in the determination of such particular amount determining compliance shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classifyclassify and/or divide, and from time to time may reclassifyreclassify and/or re-divide, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount discount, if any, and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms in each case will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Issuers and the Guarantors will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is either equal in right of payment to the Notes and the Note Guarantees or subordinated in right of payment to the Notes and the Note Guarantees; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of the fact that the holders of secured indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or by virtue of lenders within a credit facility agreeing to be paid in a specified (non-pro rata) order of priority within such credit facility. For the avoidance of doubt, nothing contained in this provision shall prevent the incurrence, creation, issuance, assumption or guarantee of any senior subordinated Debt otherwise permitted to be incurred under this Indenture. No such Debt will be considered to be senior by virtue of being secured on a first or junior priority basis.

Limitation on Incurrence of Debt. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company Issuer and any of its Restricted Subsidiaries may Incur Debt that is unsecured (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Issuer and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below)Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing is at the time or as a consequence of the Incurrence of such Debtleast 2.00:1.00; provided provided, further, that the aggregate principal amount of Debt Incurred by Restricted Subsidiaries that are not the Issuer or Guarantors may not Incur any Debt pursuant to this paragraph if shall not exceed $25.0 million. If, during the Secured Leverage Ratio Four Quarter Period or subsequent thereto and prior to the date of determination, the Company and Issuer or any of its Restricted SubsidiariesSubsidiaries shall have engaged in any asset sale or asset acquisition, Restricted Payments, investments, mergers, consolidations, discontinued operations (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, EBITDA and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such asset sale or asset acquisition, Restricted Payments, investments, mergers, consolidations, discontinued operations or designation, as the case may be, and the application of any proceeds therefrom as if any such transaction or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)that is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Issuer or any of its Restricted Subsidiaries and the inclusion, in EBITDA, of the Four-Quarter Period had been repaid at the beginning EBITDA of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Issuer and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and may not later be re-classified and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall divide and classify, and from time to time may divide and reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of accreted value or original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Issuer and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Total Debt Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater less than 2.00:1 or equal to 5.25 to 1.0, 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular compliance with this Section 4.9, (x) Debt Incurred under the Credit Agreement shall be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under this SECTION 4.9, any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9included and (z) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided Debt); provided, however, that the Company and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to if the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Company’s Consolidated Fixed Charge Coverage Ratio of for the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Company’s most recently ended Four-Quarter Period (as defined below), had been Incurred and for which internal financial statements are available on or immediately preceding the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other date on which such additional Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodis Incurred, would be greater than 2.00:1 and have been at least 2.00 to 1.00, calculated on a Pro Forma Basis (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on including a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below) had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1therefrom). Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant to the first paragraph of this Section 4.9; provided that all Debt Incurred outstanding under the ABL Credit Facilities Facility on the Original Issue Date shall at all times be treated as Incurred pursuant to incurred on the Original Issue Date under clause (i) of the definition of “Permitted Debt”. Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt. The accrual of interestinterest and dividends, the accretion of accreted value, the accretion or amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or Debt, the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms will terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder shall not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Company or any of its Restricted Subsidiaries denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies shall not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of the Company and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance shall be the U.S. Dollar equivalent of all such Debt of the Company and its Restricted Subsidiaries outstanding at such time. In the event an item of Debt (or any portion thereof) is Incurred as Permitted Debt (other than Permitted Debt pursuant to clause (xv) of the definition thereof) on the same date that an item of Debt is Incurred under the first paragraph of this Section 4.9, then the Consolidated Fixed Charge Coverage Ratio shall be calculated with respect to such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless the Company elects otherwise, the Incurrence of Debt shall be deemed Incurred first under the first paragraph of this Section 4.9 to the extent permitted, with the balance Incurred as Permitted Debt. The Company shall not, and shall not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of the Company or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt shall not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, would be greater than 2.0 to 1.0 (the “Ratio Test”) determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning a pro forma application of the Four-Quarter Period (as defined below), had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 therefrom) and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, further that the aggregate amount of Debt (including Acquired Debt) that may be Incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied exceed $20 0 million at the beginning time of the Four-Quarter Period, and Incurrence at any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1one time outstanding. Notwithstanding the immediately preceding paragraphparagraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, (A) Debt need not be Incurred solely by reference to one category of Permitted Debt described in clauses of the definition thereof or pursuant to the first paragraph of this covenant but is permitted to be Incurred in part under any combination thereof and (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) described in the clauses of the definition thereof or is entitled to be Incurred pursuant to the first paragraph of this SECTION Section 4.9, the CompanyCompany shall, in its sole discretion, shall classify, and from time to time may or reclassify, all or later divide, classify or reclassify, such item of Debt (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such item of Debt, provided that Debt Incurred under in one of the Credit Facilities on Permitted Debt clauses or the Issue Date shall at all times first paragraph hereof and such item of Debt will be treated as having been Incurred pursuant to clause (i) only one of such clauses or pursuant to the definition of “Permitted Debt”first paragraph hereof. The accrual Accrual of interest, the accretion or of accreted value, amortization of original issue discount and discount, the payment of interest on Debt in the form of additional Debt with the same terms or in the form of common stock of the Company, the payment of dividends on Capital Interests in the forms form of additional shares of Capital Interests with of the same terms class, the accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9. Guarantees of or obligations in respect of letters of credit relating to Debt which is otherwise included in the determination of a particular amount of Debt shall not be included in the determination of such amount of Debt; provided, however, that the Incurrence of the Debt represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. Neither the Company nor any Guarantor will Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 2.25:1 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 Debt; provided further. If the Debt which is the subject of a determination under this provision is Acquired Debt, that or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted SubsidiariesSubsidiary, then such ratio shall be determined by giving effect (on a pro forma basis basis, as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt Incurred under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that Holdings, the Company Issuer and any of its Restricted Subsidiaries (other than any Foreign Restricted Subsidiary) may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Holdings and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt, other than Debt Incurred under the revolving portion of a Credit Facility, being Incurred contemporaneously), ) and any other Debt (other than Debt Incurred under the revolving portion of the Credit Facility) Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 2.00:1 2.25 to 1.00 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further. If the Debt which is the subject of a determination under this provision is Acquired Debt, that or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted SubsidiariesSubsidiary, then such ratio shall be determined by giving effect (on a pro forma basis basis, as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by Holdings or any of its Restricted Subsidiaries and (y) the beginning inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Availa- ble for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Holdings and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (a) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that Debt Incurred the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be treated as Incurred pursuant to clause (i) calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of the definition term Debt, or first committed, in the cases of “Permitted the revolving credit Debt”, provided, however, that if such Debt is Incurred to Refinance other Debt denominated in the same or different currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such indebtedness being Refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that Holdings, the Company Issuer and any of its Restricted Subsidiaries (other than any Foreign Restricted Subsidiary) may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Holdings and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt, other than Debt Incurred under the revolving portion of a Credit Facility, being Incurred contemporaneously), ) and any other Debt (other than Debt Incurred under the revolving portion of the Credit Facility) Incurred since the beginning of the Four-Four Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 2.25 to 1.00 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further. If the Debt which is the subject of a determination under this provision is Acquired Debt, that or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted SubsidiariesSubsidiary, then such ratio shall be determined by giving effect (on a pro forma basis basis, as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since by Holdings or any of its Restricted Subsidiaries and (y) the beginning inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Holdings and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, (x) Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred pursuant to clause (a) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this Section 4.9, provided that Debt Incurred the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall at all times be treated as Incurred pursuant to clause (i) calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of the definition term Debt, or first committed, in the cases of “Permitted the revolving credit Debt”, provided, however, that if such Debt is Incurred to Refinance other Debt denominated in the same or different currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such indebtedness being Refinanced. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this SECTION Section 4.9.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries the Guarantors may Incur Debt (including Acquired Debt) ifso long as, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined belowother than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 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 Debt; provided further. If, that during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries that are not Guarantors may not Incur shall have engaged in any Debt pursuant Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to this paragraph if be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if any such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period. If the Debt (including any other Debt being Incurred contemporaneously)which is the subject of a determination under this provision is Acquired Debt, and any other or Debt Incurred since in connection with the beginning simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the Four-Quarter Period (as defined below) transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to the Incurrence of such Acquired Debt or such other Debt repaid since by the beginning Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Avail- able for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under this SECTION Section 4.9, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For the purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, provided that Debt Incurred under the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests Stock in the forms form of additional shares of Capital Interests Stock with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Interests Stock for purposes of this SECTION Section 4.9. The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Incurrence of Debt. The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Company and or any of its Restricted Subsidiaries Guarantor may Incur additional Debt (including Acquired Debt) if, immediately after giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Total Debt Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater less than 2.00:1 or equal to 4.75 to 1.0 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 Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period (as defined below) had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining compliance with this Section 4.9, (x)(a) Debt Incurred under the Credit Agreement that is a revolving credit facility (and any particular replacement or refinancing thereof) shall be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt” and may not later be reclassified and (b) Debt Incurred under the Credit Agreement (other than Debt that is a revolving credit facility referred to in clause (x)) (and any replacement or refinancing thereof) shall be treated as Incurred pursuant to clause (ii) of the definition of “Permitted Debt” and may not later be reclassified and (y) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under this SECTION 4.9, any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this SECTION 4.9covenant, except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories in the definition of “Permitted Debt” or Debt and under part (a) in Incurred pursuant to the first paragraph of this SECTION Section 4.9, the Company, in its sole discretion, shall classifymay classify and divide, and from time to time may redivide and reclassify, all or any portion of such item of Debt, Debt in more than one of the types of Debt described (provided that at the time of reclassification or redivision such Debt Incurred under meets the Credit Facilities on the Issue Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt”criteria in such category or categories). The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form forms of additional Debt (including, for the avoidance of doubt, the issuance of PIK Notes) or payment of dividends on Redeemable Capital Interests in the forms of additional shares of Redeemable Capital Interests with the same terms and any changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Redeemable Capital Interests for purposes of this SECTION Section 4.9. The Company will not and will not permit any Guarantor to, directly or indirectly, incur any Debt that is by its terms (or by the terms of any agreement governing such Debt) subordinated in right of payment to any other Debt of the Company or of such Guarantor, as the case may be, unless such Debt is also by its terms (or by the terms of any agreement governing such Debt) made expressly subordinate in right of payment to the Notes or the Note Guarantee of such Guarantor, to the same extent and in the same manner as such Debt is subordinated to such other Debt of the Company or such Guarantor, as the case may be. The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Debt that is secured by a Lien on the Collateral that is junior to any Lien securing other Debt of the Company or of such Guarantor, as the case may be, unless such Lien is also made junior to the Lien on the Collateral securing the Notes or the Note Guarantee of such Guarantor; provided, that the Company may incur Additional Notes and related guaranties and Refinancing Debt in respect of such Additional Notes and Notes and related guarantees, in each case, secured by a Lien on the Collateral that is pari passu with the Lien securing the Notes pursuant to the Intercreditor Agreement. For purposes of the foregoing, no Debt will be deemed to be subordinated in right of payment to any other Debt of the Company or any Guarantor solely by virtue of being unsecured or secured by a Permitted Lien or by virtue of the fact that the holders of such Debt have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them or other payments among them.

Limitation on Incurrence of Debt. The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided provided, however, that the Company Issuer and any of its Restricted Subsidiaries Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and Issuer’s Consolidated Total Net Leverage Ratio for the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the most recently ended Four-Quarter Period (as defined below), had been Incurred and for which internal financial statements are available on or immediately preceding the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other date on which such additional Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Periodis Incurred, would be have been no greater than 2.00:1 and 5.25 to 1.00, calculated on a Pro Forma Basis (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any Debt pursuant to this paragraph if the Secured Leverage Ratio of the Company and its Restricted Subsidiaries, determined on including a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning application of the Four-Quarter Period (as defined below) had been Incurred and the net proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period, would be greater than 3.00:1therefrom). Notwithstanding the immediately preceding paragraphfirst paragraph of this Section 4.9, the Company Issuer and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt under compliance with this SECTION Section 4.9, (x) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular the amount of Debt shall not be included. For purposes of determining compliance with this SECTION 4.9, included and (y) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in and/or would have been permitted to have been Incurred pursuant to the first paragraph of this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall may classify, and from time to time may reclassify, all or any portion of such item of Debt, Debt as being within one or more of such categories or as being Debt permitted to be Incurred pursuant to the first paragraph of this Section 4.9; provided that all Debt Incurred outstanding (x) under the ABL Credit Facilities Facility on the Issue Escrow Release Date shall at all times be treated as Incurred pursuant to incurred on the Escrow Release Date under clause (i) of the definition of “Permitted Debt” and (y) in respect of the 2018 Senior Secured Notes on the Escrow Release Date shall be treated as incurred on the Escrow Release Date under clause (xxvii) of the definition of “Permitted Debt”. Debt permitted by this Section 4.9 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt. The accrual of interestinterest and dividends, the accretion of accreted value, the accretion or amortization of original issue discount and discount, the payment of interest on any Debt in the form of additional Debt or (including any PIK Payment), the payment of dividends on Capital Equity Interests in the forms of additional shares of Capital Equity Interests with the same terms terms, and changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder will not be deemed to be an Incurrence of Debt. For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or issuance first committed, in the case of Capital Interests revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced (plus interest or premiums, defeasance costs, underwriting discounts and fees and expenses incurred in connection therewith). Notwithstanding any other provision of this Section 4.9, any increase in the U.S. Dollar equivalent of outstanding Debt of the Issuer or any of its Restricted Subsidiaries denominated in a currency other than U.S. Dollars resulting from fluctuations in the exchange values of currencies will not be considered to be an Incurrence of Debt for purposes of this SECTION Section 4.9; provided that the amount of Debt of the Issuer and its Restricted Subsidiaries outstanding at any time for purposes of covenant compliance will be the U.S. Dollar equivalent of all such Debt of the Issuer and its Restricted Subsidiaries outstanding at such time. In the event an item of Debt (or any portion thereof) is Incurred as Permitted Debt on the same date that an item of Debt is Incurred under the first paragraph of this Section 4.9, then the Consolidated Total Net Leverage Ratio will be calculated with respect to such Incurrence under the first paragraph of this Section 4.9 without regard to any Incurrence of such Permitted Debt. Unless the Issuer elects otherwise, the Incurrence of Debt will be deemed Incurred first under the first paragraph of this Section 4.9 to the extent permitted, with the balance Incurred as Permitted Debt. The Issuer will not, and will not permit any Guarantor to Incur, any Debt that pursuant to its terms is subordinate or junior in right of payment to any other Debt of the Issuer or such Guarantor, unless such Debt is also subordinated in right of payment to the Notes or the Note Guarantee of such Guarantor, as the case may be, on substantially identical terms; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or by virtue of being secured on a junior lien or priority basis.

Limitation on Incurrence of Debt. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt)) and will not permit any Restricted Subsidiary to issue Preferred Interests; provided that the Company Issuer and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) and Restricted Subsidiaries may issue Preferred Interests if, immediately after giving effect to the Incurrence of such Debt or issue of Preferred Interests and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company Issuer and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt or Preferred Interests (including any other Debt, other than Debt or Preferred Interests Incurred under the revolving portion of a Credit Facility, being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Four Quarter Period (as defined below), had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion of a Credit Facility) since the beginning of the Four-Four Quarter Period had been repaid at the beginning of the Four-Four Quarter Period, would be greater than 2.00:1 and (b) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt2.00 to 1.00; provided furtherprovided, however, that the amount of Debt Incurred and Preferred Interests that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur at any Debt pursuant one time outstanding exceed $50.0 million. If, during the Four Quarter Period or subsequent thereto and prior to this paragraph if the Secured Leverage Ratio date of determination, the Company and Issuer or any of its Restricted Subsidiaries, determined or any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries, shall have engaged in any Asset Sale or Asset Acquisition, Investments, mergers, consolidations or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investments, mergers, consolidations or designation, as the case may be, and the application of any proceeds therefrom as if any such Debt (including any other Debt being Incurred contemporaneously)Asset Sale or Asset Acquisition, and any other Debt Incurred since Investments, mergers, consolidations or designation had occurred on the beginning first day of the Four-Four Quarter Period Period. If the Debt or Preferred Interests which is the subject of a determination under this provision is Acquired Debt, or Debt or Preferred Interests Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt or Preferred Interests of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as defined below) if the transaction had been Incurred and the proceeds thereof had been applied occurred at the beginning of the Four-Four Quarter Period, and any ) to (x) the Incurrence of such Acquired Debt or such other Debt repaid since or Preferred Interests by the beginning Issuer or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Four-Quarter Period had been repaid at the beginning Consolidated Cash Flow Available for Fixed Charges of the Four-Quarter Periodacquired Person, would be greater than 3.00:1business, property or assets or redesignated Subsidiary. Notwithstanding the immediately preceding paragraphfirst paragraph above, the Company Issuer and its Restricted Subsidiaries may Incur Permitted Debt. For purposes of determining any particular amount of Debt compliance under this SECTION Section 4.9, Guarantees (x) Debt Incurred under the Credit Agreement and outstanding on the Escrow Release Date shall at all times be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt” and (y) Guarantees, Liens or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining any particular amount of Debt under this “Limitation on Incurrence of Debt” covenant, if obligations in respect of letters of credit are Incurred pursuant to the Credit Facilities and are being treated as Incurred pursuant to clause (i) of the definition of Permitted Debt and the letters of credit relate to other Debt, then such other Debt shall not be deemed to have been Incurred. For purposes of determining compliance with this SECTION Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in of the first paragraph of in this SECTION Section 4.9, the CompanyIssuer, in its sole discretion, shall classifymay classify and divide, and from time to time may reclassifyreclassify and redivide, all or any portion of such item of Debt, provided that except as set forth in clause (x) in the first sentence of this paragraph. For purposes of determining compliance of any non-U.S. dollar-denominated Debt Incurred with this Section 4.9, the amount outstanding under the Credit Facilities on the Issue Date U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall at all times be treated calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of the term Debt, or first committed, in the cases of the revolving credit Debt; provided, however, that if such Debt is Incurred to refinance other Debt denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as Incurred the principal amount of such Refinancing Debt does not exceed the principal amount of such Debt being refinanced. The Issuer and any Guarantor will not Incur any Debt that pursuant to clause (i) its terms is contractually subordinate or junior in right of payment to any Debt unless such Debt is contractually subordinated in right of payment to the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount Notes and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with applicable Note Guarantee to the same terms extent; provided that Debt will not be deemed considered contractually subordinate or junior in right of payment to be an Incurrence any other Debt solely by virtue of Debt being unsecured or issuance secured to a greater or lesser extent or with greater or lower priority or by virtue of Capital Interests for purposes of this SECTION 4.9structural subordination.