Common use of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock Clause in Contracts

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Ratio of the Company for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or and the Parent Guarantor will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not, and the Parent Guarantor will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Parent Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and the Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Parent Guarantor for the 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 Disqualified Stock or Preferred Stock is issued issued, as the case may be, would have been at least 2.00 2.25 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Holdings shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Holdings and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of Holdings that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Holdings for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of an amount together with any Refinancing Indebtedness thereof pursuant to this Section 4.03(a) if4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 150.0 million and 5.02% of Total Adjusted Consolidated Net Tangible Assets of Holdings and the Restricted Subsidiaries at the time of Incurrence (plus, in the “Non-Guarantor Exception”case of any Refinancing Indebtedness, the Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall U.S. Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the U.S. Borrower will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that so long as no Event of Default has occurred and is continuing the Company and any Restricted Subsidiary U.S. Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the U.S. Borrower’s Interest Coverage Ratio of the Company for the U.S. Borrower’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 Disqualified Stock or Preferred Stock is issued have been delivered pursuant to Section 5.01 would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (a) shall be subject to the limitations set forth in Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”6.01(g).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and Stock, and, subject to clause (c) of this Section 4.09, any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for Holdings, the Company and its Restricted Subsidiaries for the Holdings’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 2.0 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries (other than a Subsidiary Pledgor) to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary Pledgor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and Stock, and, subject to Section 4.03(c), any Restricted Subsidiary of the Issuer that is not a Subsidiary Pledgor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall U.S. Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the U.S. Borrower will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that so long as no Event of Default has occurred and is continuing the Company and any Restricted Subsidiary U.S. Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the U.S. Borrower’s Interest Coverage Ratio of the Company for the U.S. Borrower’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 Disqualified Stock or Preferred Stock is issued Test Period would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (a) shall be subject to the limitations set forth in Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”6.01(g).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “Incur” or “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer and the Restricted Guarantors shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (1) the Company Issuer and any the Restricted Subsidiary Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock (other than Disqualified Stock of the Issuer), and (2) any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case case, if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 7.5 to 1.00 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; providedprovided further, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $750,000,000 of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(a4.09(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company Borrower and any the Restricted Subsidiary Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case (A) if the Interest Coverage Total Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.50 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefromtherefrom and after giving pro forma effect to any acquisition permitted under this Agreement and consummated in connection with the application of such proceeds), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent and (B) no Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this Section 4.03(aparagraph (a) if, after giving pro forma effect is subject to such Incurrence or issuance the limitations of paragraph (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(ag) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)below.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly, Incur liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any Restricted Subsidiary to issue any shares of the Disqualified Stock or permit any Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately Test Period preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Test Period.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer and the Guarantors shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit the Issuer to, and shall not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (1) the Company Issuer and any Restricted Subsidiary the Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock (other than Disqualified Stock of the Issuer or any parent company of the Issuer that is also a Restricted Subsidiary), and (2) any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if in each case if (a) the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.5 to 1.00 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available and (b) the Senior Leverage Ratio at the time such four-quarter periodadditional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 3.25 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available; providedprovided further, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $30,000,000 of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(aparagraph at such time; provided further, however, that the Issuer and the Guarantors may incur Subordinated Indebtedness (including Acquired Indebtedness that is Subordinated Indebtedness) exceeds if, in each case, the Consolidated Leverage Ratio at the time such additional Subordinated Indebtedness is incurred would have been no greater than 6.5 to 1.0 determined on a pro forma basis (including a pro forma application of $1,250 million the net proceeds therefrom), as if the additional Subordinated Indebtedness had been incurred and 5.0% the application of Total Assets (proceeds therefrom had occurred at the “Non-Guarantor Exception”)beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Borrower shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that after the Company and any Restricted Subsidiary earlier of (i) the Conversion Date or (ii) the Fall-away Date, the Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and subject to the last proviso in this Section 7.03(a), any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Borrower and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, provided further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) paragraph if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Indebtedness, Disqualified Stock or and Preferred Stock then outstanding of Restricted Subsidiaries that are not Subsidiary Guarantors incurred or issued pursuant to this Section 4.03(a7.03(a) exceeds the greater of would exceed $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)50.0 million.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio on a consolidated basis of the Company Issuer and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (i) $1,250 100.0 million and 5.0(ii) 4.25% of Total Assets (in each case, determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and an incidence thereof, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately Test Period preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, that Restricted Subsidiaries of the Issuer that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to under this Section 4.03(a) paragraph if, after giving pro forma effect to such Incurrence or issuance incurrence (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or and Disqualified Stock or and Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors incurred or issued pursuant to this Section 4.03(a) exceeds paragraph then outstanding would exceed the greater of (x) $1,250 120.0 million and 5.0(y) 30% of Total Assets (Run-Rate Adjusted EBITDA of the “Non-Guarantor Exception”)Issuer for the most recently ended Test Period on the date of such incurrence or issuance.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; , and (ii) the Company shall Issuer will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Issuer and its Restricted Subsidiaries, calculated as of the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis or greater (including a pro forma application of the net proceeds therefrom“Ratio Debt”), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries the aggregate amount of Indebtedness (including Acquired Indebtedness) that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance the foregoing by Non-Guarantor Subsidiaries shall not exceed (including when aggregated with the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Indebtedness, Disqualified Stock or Preferred Stock then outstanding of Restricted Non-Guarantor Subsidiaries that are not Guarantors incurred pursuant to this clause (xv) of the following paragraph (excluding Indebtedness existing at the time of the relevant acquisition and not created in contemplation thereof) and Refinancing Indebtedness of Non-Guarantor Subsidiaries incurred under Section 4.03(a3.3(b)(xiv) exceeds in respect of any of the foregoing) the greater of (x) $1,250 150.0 million and 5.0(y) 2.5% of Consolidated Total Assets (Assets, at any one time outstanding, plus, in the “Non-Guarantor Exception”)case of any refinancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this proviso or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such refinancing.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (iSection 4.09(a) of the Base Indenture is hereby amended and restated in its entirety as follows: “The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and, collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception.”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Borrower shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Borrower and any of its Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Company Borrower and any of its Restricted Subsidiary Subsidiaries may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this clause (a) by Restricted Subsidiaries that are not Guarantors may not Incur of the Loans and Obligations, taken together with all other Indebtedness or issue shares of Incurred and Disqualified Stock or and Preferred Stock issued pursuant to this Section 4.03(a) if, after giving pro forma effect proviso to such Incurrence or issuance this clause (including the pro forma application of the net proceeds therefroma), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are shall not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of $1,250 million 25,000,000 and 5.01.10% of Total Assets (at the “Non-Guarantor Exception”)time such Indebtedness is Incurred) at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or and issue shares of Disqualified Stock, and any of the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for the Company for and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available Test Period immediately preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, provided further that Restricted Subsidiaries that are not Guarantors (except for any Broker-Dealer Regulated Subsidiary) may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or (including Acquired Indebtedness), Disqualified Stock or and Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this Section 4.03(a4.09(a) (together with any Refinancing Indebtedness in respect thereof) at such time exceeds the greater of (i) $1,250 million 200,000,000 and 5.0(ii) 36.0% of Total Assets (Consolidated EBITDA at the “Non-Guarantor Exception”time of any incurrence pursuant to this Section 4.09(a).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary of the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Debt to Adjusted EBITDA Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 be less than or equal to 6.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that Restricted Subsidiaries the amount of Indebtedness that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application foregoing by Restricted Subsidiaries of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries Issuer that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of shall not exceed $1,250 200.0 million and 5.0% of Total Assets at any one time outstanding (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Borrower shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Borrower and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $2,000.0 million of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this Section 4.03(a9.7(a) exceeds the greater and clauses (12)(b) and (14) of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Section 9.7(b) at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Borrower will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Borrower’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).100,000,000 at any one time outstanding;

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company On and following the Effective Date, the Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 (the “Fixed Charge Coverage Test”), determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided further that the amount of Indebtedness (including Acquired Indebtedness) for borrowed money, furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur (together with (x) any Refinancing Indebtedness in respect thereof incurred or issue shares of Disqualified Stock or Preferred Stock issued by Restricted Subsidiaries that are not Guarantors and outstanding pursuant to this clause Section 4.03(a4.09(b)(13) if, after giving pro forma effect to such Incurrence or issuance and (including y) the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or for borrowed money, Disqualified Stock and Preferred Stock, incurred or Preferred Stock then outstanding of issued by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.09(b)(12)(b) exceeds and any Refinancing Indebtedness in respect thereof incurred or issued by Restricted Subsidiaries that are not Guarantors and outstanding pursuant to clause Section 4.09(b)(13)) exceed the greater of $1,250 700.0 million and 5.025% of Total Assets (EBITDA outstanding as of the “Non-Guarantor Exception”time of any incurrence pursuant to this Section 4.09(a).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Each of BP I and BP II will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall each of BP I and BP II will not permit any of the Restricted Subsidiaries (other than a Senior Note Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company BP I and any Restricted Subsidiary BP II may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company BP I and BP II on a combined basis for the most recently ended four full fiscal quarters for which combined internal financial statements of BP I and BP II are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not the Issuers or Senior Note Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 20.0 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary of the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Debt to Adjusted EBITDA Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 be less than or equal to 6.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that Restricted Subsidiaries the amount of Indebtedness that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of foregoing by Restricted Subsidiaries of Intelsat Sub Holdco that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of shall not exceed $1,250 200.0 million and 5.0% of Total Assets at any one time outstanding (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly create, incur, issue, assume, guarantee or indirectlyotherwise become liable, Incur contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate of $50.0 million in principal amount and liquidation preference of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this paragraph and clauses (12) and (14) of Section 4.03(a4.07(b) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)together with Refinancing Indebtedness in respect thereof) at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Borrower shall not permit any of the Restricted Subsidiaries (other than any Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Borrower and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Borrower for the most recently ended four full fiscal quarters Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least be no less than 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, furtherthat the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Guarantors, together with all Indebtedness, Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Incurred by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a7.1(b)(xii) exceeds and (xvi)(A) below, together with any Refinancing Indebtedness in respect thereof, shall not exceed, in the aggregate, the greater of $1,250 820 million and 5.060% of Total Assets Consolidated EBITDA as of the date on which such Indebtedness is Incurred (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (Indebtedness Incurred pursuant to this clause (a), the “Non-Guarantor ExceptionRatio Debt”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and Stock, and, subject to Section 4.09(c) hereof, any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for the Company for the and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 (the “Fixed Charge Coverage Test”), determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Borrower will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that so long as no Event of Default has occurred and is continuing the Company and any Restricted Subsidiary Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Borrower’s Interest Coverage Ratio of the Company for the Borrower’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 Disqualified Stock or Preferred Stock is issued Test Period would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur (x) such Indebtedness, Disqualified Stock or Preferred Stock complies with the Required Additional Debt Terms and (y) any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (a) shall be subject to the limitations set forth in Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”6.01(g).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Borrower will not issue any shares of Disqualified Stock; and (ii) the Company shall not , nor will it permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and Borrower or any Restricted Subsidiary Guarantor may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Borrower’s and its Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).;

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer and the Guarantors shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit the Issuer to, and shall not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (1) the Company Issuer and any Restricted Subsidiary the Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock (other than Disqualified Stock of the Issuer or any parent company of the Issuer that is also a Restricted Subsidiary), and (2) any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if in each case if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 7.0 to 1.00 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; providedprovided further, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $150,000,000 of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)paragraph at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Covenant Parties will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company Borrower and any the Restricted Subsidiary Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.75 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that the most recently ended four fiscal quarters for which internal financial statements are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)available.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Company’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 35.0 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of the Restricted Subsidiaries (other than any Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, furtherthat, the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Guarantors, together with all Indebtedness, Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Incurred by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.03(b)(xii) exceeds and (xvi)(A) below, together with any Refinancing Indebtedness in respect thereof, shall not exceed, in the aggregate, the greater of $1,250 820 million and 5.060% of Total Assets Consolidated EBITDA as of the date on which such Indebtedness is Incurred (plus, in the “Non-Guarantor Exception”case of any Refinancing Indebtedness, the Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Holdings shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Holdings may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Holdings for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries toto create, directly incur, issue, assume, guarantee or indirectlyotherwise become liable, Incur contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if (A) the Interest Coverage Total Net Leverage Ratio of the Company and the Restricted Subsidiaries (including for the purposes of such calculation any Indebtedness, Disqualified Stock or Preferred Stock that is unsecured or secured by assets that are not Collateral), after giving effect to the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock, as applicable, and the use of proceeds thereof, shall not exceed 5.10 to 1.00 or (B) the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available Test Period immediately preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period); provided, further, that Restricted however, that, on a pro forma basis, together with any amounts incurred or issued, as applicable, and outstanding by Non-Guarantor Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares pursuant to clauses (12)(b), (14)(a) and (18) of Section 4.09(b) hereof, no more than the greater of $750.0 million and 100.0% of LTM EBITDA for the most recently ended Test Period, of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued, as applicable, pursuant to this Section 4.03(a) ifparagraph shall be incurred or issued, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom)as applicable, the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “by Non-Guarantor Exception”)Subsidiaries; provided, however that the foregoing limitation shall not apply to Indebtedness of any Person that becomes a Restricted Subsidiary in connection with an acquisition or any other Investment not prohibited by the provisions of the covenant described in Section 4.07 hereof (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Company or a Restricted Subsidiary) if such Indebtedness is outstanding prior to such Person becoming a Restricted Subsidiary and to the extent such Indebtedness is not incurred in contemplation of such acquisition or Investment.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and, collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (i) the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries (other than TCEH and its Restricted Subsidiaries) may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 and (ii) TCEH or any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for TCEH and its Restricted Subsidiaries 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall UK Holdco will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall UK Holdco will not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company UK Holdco and any of the Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any of the Restricted Subsidiary Subsidiaries may issue shares of Preferred Stock, in each case case, if either (A) the Interest Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness Reference Period is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 or (B) the Total Net Leverage Ratio for the most recently ended Reference Period does not exceed 6.50 to 1.00 (any such debt incurred pursuant to this proviso, “Ratio Debt”), in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodPro Forma Basis; provided, further, however, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness (excluding Acquired Indebtedness not Incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock then outstanding of that may be issued pursuant to this clause (a) by Restricted Subsidiaries that are not Borrowers or Guarantors, taken together with the principal amount of all such Indebtedness Incurred and Disqualified Stock or Preferred Stock issued by Restricted Subsidiaries that are not Borrowers or Guarantors outstanding pursuant to paragraph (1) of the final proviso to clause (b)(vi) and the final proviso to clause (b)(xxii)(x) of this Section 4.03(a) exceeds 7.2, shall not exceed the greater of $1,250 million 125,000,000 and 5.039% of Total Assets (Consolidated EBITDA as of the “Non-Guarantor Exception”)most recently ended Reference Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Top Borrower will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall Top Borrower will not, and will not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that any of the Company and any Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred StockStock (“Ratio Debt”), in each case if the Interest Fixed Charge Coverage Ratio of Holdings, the Company Top Borrower and the Restricted Subsidiaries for the 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 Disqualified Stock or Preferred Stock is issued Test Period would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis Pro Forma Basis; provided, further, however, that the aggregate amount of outstanding Indebtedness (including a pro forma application excluding Acquired Indebtedness not Incurred in connection with or in contemplation of the net proceeds therefrom)applicable merger, as if the additional Indebtedness had been Incurred, acquisition or the other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock had been issued, as the case that may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that be issued pursuant to this clause (a) by Restricted Subsidiaries that are not Guarantors may not Incur Guarantors, taken together with the amount of all outstanding Indebtedness or issue shares of Incurred and Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of issued by Restricted Subsidiaries that are not Guarantors Non-Guarantor Subsidiaries pursuant to clauses (b)(vi), (b)(xxii) and (b)(xxx) of this Section 4.03(a) exceeds 7.2, shall not exceed, at the time such Indebtedness is Incurred, the greater of $1,250 million 40,000,000 and 5.026.0% of Total Assets (Consolidated EBITDA determined on a Pro Form Basis as of the “Non-Guarantor Exception”)most recently ended Test Period.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for the Company for the and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; , provided, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $125.0 million of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(aclause (a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not a Guarantor to issue Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary that is not a Guarantor may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio on a consolidated basis of the Company Issuer and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this Section 4.09(a) (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (i) $1,250 605.0 million and 5.0(ii) 4.25% of Total Assets (determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 5.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, provided further, however, that Restricted Non-Guarantor Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma application issuance, more than an aggregate of the net proceeds therefrom), the aggregate principal amount $200.0 million of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries is outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.10(a) exceeds the greater and clause (17) of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Section 4.10(b) hereof.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.5 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, provided further, however, that Restricted Non-Guarantor Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma application issuance, more than an aggregate of the net proceeds therefrom), the aggregate principal amount $300.0 million of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries is outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.09(a) exceeds the greater (or clause (xii) of $1,250 million Section 4.09(b) in respect thereof) and 5.0% clause (xvii) of Total Assets (the “Non-Guarantor Exception”)Section 4.09(b) hereof.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 15 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i1) The Company Dutch Co-Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii2) the Company Dutch Co-Issuer shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Dutch Co-Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the Dutch Co-Issuer and its Restricted Subsidiaries’ 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries the aggregate amount of Indebtedness (including Acquired Indebtedness) that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(athe foregoing by Non-Guarantor Subsidiaries shall not exceed the greater of (x) if$200.0 million and (y) 3.00% of Total Assets, at any one time outstanding, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (aa)(i) (i) The Company Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Holdings shall not permit any of the its Restricted Subsidiaries of Holdings to issue any shares of Preferred Stock; provided, however, that the Company Holdings and any Restricted Subsidiary of Holdings may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Issuers and any Restricted Subsidiary that is a Note Guarantor may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Holdings and its Restricted Subsidiaries for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Note Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock exceed $100.0 million at any one time outstanding pursuant to this Section 4.03(a) if, after giving pro forma effect to and Section 4.03(b)(xxi) at such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Company’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 25.0 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for (collectively, “incur” and collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 3.50 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom); provided further, as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including issuance, more than an aggregate of $300,000,000 at the pro forma application time of the net proceeds therefrom), the aggregate principal amount incurrence of such Indebtedness or Disqualified Stock or Preferred Stock then outstanding of such Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(a4.09(a), clause (12) exceeds of Section 4.09(b) with respect to Refinancing Indebtedness in respect of the greater foregoing and clause (17) of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”Section 4.09(b).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly, Incur liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Parent Guarantor for the most recently ended four full fiscal quarters for which internal financial statements are available immediately Test Period preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, further that Restricted Subsidiaries that are not Guarantors or the Co-Issuer may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to under this Section 4.03(a) paragraph if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Indebtedness, liquidation preference of Disqualified Stock or and amount of Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors or the Co-Issuer incurred or issued pursuant to this Section 4.03(aparagraph then outstanding, together with any principal amounts incurred or issued by such Restricted Subsidiaries that are not Guarantors or the Co-Issuer with respect to Indebtedness incurred pursuant to clause (14)(a) exceeds below and Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained), the greater of (x) $1,250 65.0 million and 5.0(y) 32.50% of Total Assets Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (the “Non-Guarantor Exception”tested on a pro forma basis).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, furtheracquisition or other similar transaction), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing and clauses (16), (19) and (22)(A) of Section 4.09(b) hereof, in each case by Restricted Subsidiaries that are not Guarantors may Guarantors, shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 500.0 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary of the Issuer may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Debt to Adjusted EBITDA Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 be less than or equal to 6.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that Restricted Subsidiaries the amount of Indebtedness that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application foregoing by Restricted Subsidiaries of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries Issuer that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of shall not exceed $1,250 200.0 million and 5.0% of Total Assets at any one time outstanding (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly, Incur liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately Test Period preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Test Period.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and each instance thereof, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for the Company for the and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis Pro Forma Basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Company’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Subsidiary Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 125.0 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 2.25 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been IncurredIncurred (together with any other Indebtedness incurred pursuant to clause (b) below), or the Disqualified Stock or Preferred Stock had been issuedissued (together with any other Disqualified Stock or Preferred Stock issued pursuant to clause (b) below), as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of an amount together with any Refinancing Indebtedness thereof pursuant to this Section 4.03(aclause (b)(xv) ifbelow, equal to, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), $100.0 million (plus, in the aggregate principal amount case of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds any Refinancing Indebtedness, the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries (including the Co-Issuer) to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor to issue Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified Stock and any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor may issue shares of Preferred Stock, in each case if (i) the Interest Fixed Charge Coverage Ratio on a consolidated basis of the Company Issuer and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, or (ii) the Consolidated Total Debt Ratio on a consolidated basis of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been equal to or less than 4.00 to 1.00, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this Section 4.09(a) (plus any refinancing indebtedness in respect thereof) by Restricted Subsidiaries that are not Guarantors may not Incur the Co-Issuer or the Subsidiary Guarantors, together with any Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of incurred by Restricted Subsidiaries that are not the Co-Issuer or Subsidiary Guarantors pursuant to this clause (xiv) of Section 4.03(a4.09(b) exceeds shall not exceed the greater of (A) $1,250 240.0 million and 5.0(B) 4.25% of Total Assets (in each case, determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not a Subsidiary Guarantor to issue Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) and issue shares of Disqualified Stock and any Restricted Subsidiary that is not a Subsidiary Guarantor may issue shares of Preferred Stock, in each case if (i) the Interest Fixed Charge Coverage Ratio on a consolidated basis of the Company Issuer and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 or (ii) the Consolidated Net Debt Ratio on a consolidated basis of the Issuer and its Restricted Subsidiary for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been equal to or less than 6.60 to 1.00, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this Section 4.09(a), Section 4.09(b)(xii)(B) and Section 4.09(b)(xxiii), when taken together, (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not Guarantors may the Co-Issuer or a Subsidiary Guarantor shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (a) $1,250 1,250.0 million and 5.0(b) 75% of Total Assets LTM EBITDA (in each case, determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall U.S. Borrower will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the U.S. Borrower will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that as long as (x) no Event of Default has occurred and is continuing (provided that the Company Lenders providing debt in connection with a Limited Condition Acquisition may agree to waive this condition (other than with respect to any Event of Default under Section 7.01(a), (f) or (g)), (y) the U.S. Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.10 as of the last day of the most recently ended Test Period and any Restricted Subsidiary (z) before and after giving effect to such Indebtedness, the condition set forth in Section 4.02(b)(i) is satisfied), the U.S. Borrower may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Coverage U.S. Borrower’s Consolidated Total Net Leverage Ratio of the Company for the 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 less than or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 equal to 1.00 4.50 to 1.00, determined on a pro forma basis (including a pro forma application without “netting” the cash proceeds of the net proceeds therefromapplicable Indebtedness or issuance of Disqualified Stock), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this clause (a) shall be subject to the maturity and Weighted Average Life to Maturity limitations set forth in Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”2.19(d).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the its Restricted Subsidiaries (other than a Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of (including Acquired Indebtedness), Disqualified Stock or and Preferred Stock pursuant to this Section 4.03(a) ifthat may be incurred or issued, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom)as applicable, the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted by all Subsidiaries that are not other than Guarantors pursuant to this Section 4.03(a) exceeds paragraph may not, at the time Incurred, exceed the greater of $1,250 (i) €280.0 million and 5.0(ii) 7.0% of Total Assets (the “Non-Guarantor Exception”)at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Indebtedness) or Debt), and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred StockDisqualified Stock or preferred stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired IndebtednessDebt) or issue Disqualified Stock, and any Guarantor may incur Indebtedness (including Acquired Debt), issue shares of Disqualified Stock and any Restricted Subsidiary may or issue shares of Preferred Stockpreferred stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company 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 incurred or such Disqualified Stock or Preferred Stock preferred stock is issued issued, as the case may be, would have been at least 2.00 2.0 to 1.00 1.0, determined on a pro forma basis Pro Forma Basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, incurred or the Disqualified Stock or Preferred Stock the preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors the U.S. Borrower may not Incur incur Indebtedness in connection with serving as a co-obligor or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount guarantor of Indebtedness incurred by the Company or Disqualified Stock or Preferred Stock then outstanding of any Restricted Subsidiaries Subsidiary that are not Guarantors pursuant to is otherwise permitted by this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)covenant.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer and the Guarantors shall not issue any shares of Disqualified Stock; Stock and (ii) the Company Issuer shall not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (1) the Company Issuer and any Restricted Subsidiary the Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and (2) any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if in each case if either (x) the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been is no greater than 7.0 to 1.0 or (y) the Fixed Charge Coverage Ratio on a consolidated basis is at least 2.00 2.0 to 1.00 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; providedprovided further, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), more than an aggregate of the aggregate principal amount greater of $150,000,000 or 25% of EBITDA (for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available) of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)paragraph at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Indebtedness) or Debt), and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred StockDisqualified Stock or preferred stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired IndebtednessDebt) or issue Disqualified Stock, and any Guarantor may incur Indebtedness (including Acquired Debt), issue shares of Disqualified Stock and any Restricted Subsidiary may or issue shares of Preferred Stockpreferred stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company 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 incurred or such Disqualified Stock or Preferred Stock preferred stock is issued issued, as the case may be, would have been at least 2.00 2.0 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, incurred or the Disqualified Stock or Preferred Stock the preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors the U.S. Borrower may not Incur incur Indebtedness in connection with serving as a co-obligor or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount guarantor of Indebtedness incurred by the Company or Disqualified Stock or Preferred Stock then outstanding of any Restricted Subsidiaries Subsidiary that are not Guarantors pursuant to is otherwise permitted by this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)covenant.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur (together with any Refinancing Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(ain respect thereof) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (x) $1,250 150.0 million and 5.0(y) 3.50% of Total Assets (the “Non-Guarantor Exception”)at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available have been delivered to the Trustee immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of a principal amount or liquidation preference at the time of Incurrence, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this Section 4.03(a) if), together with any Refinancing Indebtedness thereof pursuant to Section 4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount greater of $100 million and 0.15 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or Preferred Stock then outstanding is issued, and after giving pro forma effect thereto as if such event occurred at the beginning of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds such four fiscal quarters (plus, in the greater case of $1,250 million and 5.0% of Total Assets (any Refinancing Indebtedness, the “Non-Guarantor Exception”Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company EFIH shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and, collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and EFIH shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary EFIH may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the EFIH and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Parent shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Parent shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Parent may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.5 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at on the beginning last day of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, provided further, however, that Restricted Non-Guarantor Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance issuance, more than the greater of (including the pro forma application x) $315.0 million and (y) 10.0% of the net proceeds therefrom), the aggregate principal amount Total Assets of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries is outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”4.09(a).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company Borrower and any the Restricted Subsidiary Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case (A) if the Interest Coverage Total Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 7:00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which Section 5.04 Financials have been delivered to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur (x) any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this Section 4.03(aparagraph (a) ifis subject to the limitations of paragraph (g) below and (y) any Indebtedness incurred by, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom)Guaranteed by, the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of any Restricted Subsidiaries that are not Guarantors Guarantor pursuant to this Section 4.03(aparagraph (a) exceeds shall be subordinated in right of payment to the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Obligations.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Affiliated Guarantors and the Company shall not, and shall not permit any of the Restricted Subsidiaries Company’s Subsidiaries, any Neon Entity or any XBP Entity to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) XBP Parent shall not permit any other XBP Entity and the Company shall not permit any of the Restricted its Subsidiaries (other than any Subsidiary that is a Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company an Issuer and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case case, in an aggregate amount not to exceed $25 million, if the Interest Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available have been delivered to the Trustee immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, provided further, that Restricted Subsidiaries any Subsidiary that are is not Guarantors an Issuer or a Guarantor may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater in excess of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)0.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of for the Company for the and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided further that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(athe foregoing by non-Guarantor Subsidiaries shall not exceed the greater of (x) if$250.0 million and (y) 3.5% of Consolidated Total Assets, after giving at any one time outstanding, on a pro forma effect to such Incurrence or issuance basis (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company MHGE Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company MHGE Holdings shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company an Issuer and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of MHGE Holdings that is not an Issuer or a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Coverage Total Indebtedness Leverage Ratio of the Company MHGE Holdings for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 5.50 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of an amount together with any Refinancing Indebtedness thereof pursuant to this Section 4.03(a) if4.03(b)(xiv), equal to, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 100.0 million and 5.04.0% of Total Assets of MHGE Holdings and the Restricted Subsidiaries at the time of Incurrence (plus, in the “Non-Guarantor Exception”case of any Refinancing Indebtedness, the Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Company shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.5 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, provided further, however, that Restricted Non-Guarantor Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma application of the net proceeds therefrom)issuance, the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.09(a) (or clause (xii) of Section 4.09(b) in respect thereof) and clause (xvii) of Section 4.09(b) hereof exceeds the greater of (x) $1,250 300 million and 5.0(y) 50% of Total Assets (the “Non-Guarantor Exception”)LTM EBITDA.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Parent shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and Parent shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Parent may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Parent and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not the Issuer or Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (i) $1,250 35.0 million and 5.0(ii) 2.00% of Total Assets (in each case, determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Holdings shall not permit any of the its Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Holdings and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of Holdings that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Holdings for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 2.25 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been IncurredIncurred (together with any other Indebtedness incurred pursuant to clause (b) below), or the Disqualified Stock or Preferred Stock had been issuedissued (together with any other Disqualified Stock or Preferred Stock issued pursuant to clause (b) below), as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of an amount together with any Refinancing Indebtedness thereof pursuant to this Section 4.03(aclause (b)(xv) ifbelow, equal to, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), $25.0 million (plus, in the aggregate principal amount case of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds any Refinancing Indebtedness, the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the Restricted Subsidiaries (other than a Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if (x) the Interest Fixed Charge Coverage Ratio of the Company Issuer for the most recently ended four full fiscal quarters for which internal consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 or (y) the Total Indebtedness Leverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would be no greater than 6.00 to 1.00, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock under this Section 4.03(a) in excess of a principal amount or liquidation preference at the time of Incurrence, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred by a Restricted Subsidiary that is not a Guarantor pursuant to this Section 4.03(a) if), together with any Refinancing Indebtedness thereof pursuant to Section 4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount greater of $225.0 million and 0.25 multiplied by the Pro Forma EBITDA of the Issuer for the most recently ended four full fiscal quarters for which consolidated financial statements are available (which may, at the Issuer’s election, be internal financial statements) immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or Preferred Stock then outstanding is issued, and after giving pro forma effect thereto as if such event occurred at the beginning of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds such four fiscal quarters (plus, in the greater case of $1,250 million and 5.0% of Total Assets (any Refinancing Indebtedness, the “Non-Guarantor Exception”Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately Test Period preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period (the “Fixed Charge Coverage Ratio Test”); provided, further, that Restricted Subsidiaries of the Issuer that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to under this Section 4.03(a) paragraph if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or and Disqualified Stock or and Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors incurred or issued pursuant to this Section 4.03(a) exceeds paragraph then outstanding would exceed the greater of (x) $1,250 million 175,000,000 and 5.0(y) 2.25% of Total Assets (the “Non-Guarantor Exception”)at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Borrower shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Borrower and any of its Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Borrower and any of its Restricted Subsidiary Subsidiaries may issue shares of Preferred Stock, in each case if the Interest Coverage Total Net Leverage Ratio of the Company Borrower and its Restricted Subsidiaries for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 4.75 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this clause (a) by Restricted Subsidiaries that are not Guarantors may not Incur of the Loans and Obligations, taken together with all other Indebtedness or issue shares of Incurred and Disqualified Stock or and Preferred Stock issued pursuant to this Section 4.03(a) if, after giving pro forma effect proviso to such Incurrence or issuance this clause (including the pro forma application of the net proceeds therefroma), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are shall not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of $1,250 million 25,000,000 and 5.012.5% of Total Assets (Consolidated EBITDA as of the “Non-Guarantor Exception”)most recently completed Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer and the Guarantors shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit the Issuer to, and shall not permit any of the Restricted Subsidiaries Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that (1) the Company Issuer and any Restricted Subsidiary the Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock (other than Disqualified Stock of the Issuer or any parent company of the Issuer that is also a Restricted Subsidiary), and (2) any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if in each case if (a) the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 7.0 to 1.00 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available and (b) the Senior Leverage Ratio at the time such four-quarter periodadditional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available; providedprovided further, furtherhowever, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $150,000,000 of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this Section 4.03(aparagraph at such time; provided further, however, that the Issuer and the Guarantors may incur Subordinated Indebtedness (including Acquired Indebtedness that is Subordinated Indebtedness) exceeds if, in each case, the Consolidated Leverage Ratio at the time such additional Subordinated Indebtedness is incurred would have been no greater than 7.0 to 1.0 determined on a pro forma basis (including a pro forma application of $1,250 million the net proceeds therefrom), as if the additional Subordinated Indebtedness had been incurred and 5.0% the application of Total Assets (proceeds therefrom had occurred at the “Non-Guarantor Exception”)beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly Directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary that is not a Restricted Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company Borrower and any the Restricted Subsidiary Guarantors may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary that is not a Restricted Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 2.00:1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefromtherefrom and subject, if applicable, to the Limited Conditionality Provision), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended Test Period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Restricted Guarantor pursuant to this Section 4.03(aparagraph (a) if, after giving pro forma effect is subject to such Incurrence or issuance the limitations of paragraph (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(ag) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)below.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired IndebtednessDebt) or issue any shares of Disqualified Stock; and (ii) the Company shall will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Borrower and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired IndebtednessDebt) or and issue shares of Disqualified Preferred Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries (on a consolidated basis) for the Borrower’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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 2.0 to 1.00 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, incurred or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, provided further, that Restricted Subsidiaries that are not Guarantors may not Incur any incurrence of Indebtedness or issue shares issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this paragraph is subject to the limitations of set forth in the sixth paragraph of this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including 6.03. The first paragraph of this Section 6.03 will not prohibit the pro forma application incurrence of any of the net proceeds therefrom), the aggregate principal amount following items of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the collectively, “Non-Guarantor ExceptionPermitted Debt”).):

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Borrower shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Borrower shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Borrower and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Debt to Adjusted EBITDA Ratio of the Company Borrower for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 be less than or equal to 4.75 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then exceed $200.0 million at any one time outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Nalco Finance LLC shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Nalco Finance LLC shall not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company (x) Nalco Finance LLC and any Restricted Subsidiary of Nalco Finance LLC other than Nalco Holdings and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of or Preferred Stock, in each case Stock if the Interest Fixed Charge Coverage Ratio of the Company Nalco Finance LLC for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 and (y) Nalco Holdings or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock or Preferred Stock if the Fixed Charge Coverage Ratio of Nalco Holdings for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00; in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer’s and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, furtheracquisition or other similar transaction), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing and clauses (16), (19) and (22)(A) of Section 4.09(b) hereof, in each case by Restricted Subsidiaries that are not Guarantors may Guarantors, shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (x) $1,250 700.0 million and 5.0(y) 50.0% of Total Assets (the “Non-Guarantor Exception”)LTM EBITDA at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and, collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary that is not a Guarantor to issue Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) and issue shares of Disqualified Stock and any Restricted Subsidiary that is not a Guarantor may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available Test Period immediately preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodTest Period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this Section 4.09(a) (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (x) $1,250 375.0 million and 5.0(y) 35.0% of Total Assets EBITDA of the Issuer for the most recently ended Test Period (calculated on a pro forma basis), in each case, determined on the “Non-Guarantor Exception”)date of such incurrence or issuance.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or and the Parent Guarantor will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not, and the Parent Guarantor will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Parent Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and the Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Parent Guarantor for the 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 Disqualified Stock or Preferred Stock is issued issued, as the case may be, would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Preferred StockDisqualified Stock or preferred stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Preferred StockDisqualified Stock and issue shares of preferred stock, in each case if the Interest Fixed Charge Coverage Ratio of for the Company Issuer and the Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock preferred stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness that may be incurred and Disqualified Stock that may be issued pursuant to this Section 4.09(a) by Restricted Subsidiaries (other than FTAI Energy Holdings LLC, Delaware River Partners Holdco LLC and their respective Subsidiaries) that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (x) $1,250 million 150,000,000 and 5.0(y) 6.0% of Total Assets (the “Non-Guarantor Exception”)Assets.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; , and (ii) the Company shall Issuer will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that (i) the Company Issuer and any of the Issuer’s Restricted Subsidiary Subsidiaries that are Guarantors (other than Holdings II and its Restricted Subsidiaries) may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding Issuer, as of the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued issued, would have been at least 2.00 to 1.00 determined on a pro forma basis or greater and (ii) Holdings II and any of its Restricted Subsidiaries may Incur Indebtedness (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness Acquired Indebtedness) or issue shares of Disqualified Stock or and any Restricted Subsidiary of Holdings II may issue shares of Preferred Stock pursuant to this Section 4.03(a) ifStock, after giving pro forma effect to such Incurrence or issuance (including in each case if the pro forma application Fixed Charge Coverage Ratio for Holdings II and its Restricted Subsidiaries, as of the net proceeds therefrom), the aggregate principal amount of date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant is issued, would have been 2.00 to this Section 4.03(a) exceeds the 1.00 or greater of $1,250 million and 5.0% of Total Assets (the collectively, “Non-Guarantor ExceptionRatio Debt”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Net Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 5.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom)1.00; provided, as if the additional further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness had been Incurred, or the issue Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma application issuance, more than an aggregate of the net proceeds therefrom), the aggregate principal amount $200.0 million of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries is outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.10(a) exceeds the greater and clause (17) of $1,250 million and 5.0% Section 4.10(b) hereof, together with Refinancing Indebtedness in respect thereof outstanding pursuant to clause (12) of Total Assets (the “Non-Guarantor Exception”)Section 4.10(b) hereof.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company TCEH shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and, collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or ), and TCEH shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary TCEH may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the TCEH and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), the more than an aggregate principal amount of $1,250.0 million of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors would be outstanding pursuant to this Section 4.03(a4.09(a) exceeds the greater of $1,250 million and 5.0% of Total Assets Sections 4.09(b)(12) and (the “Non-Guarantor Exception”)14) hereof at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Parent Guarantor shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; , and (ii) the Company shall Parent Guarantor will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Parent Guarantor and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if either (i) the Interest Fixed Charge Coverage Ratio for Parent Guarantor and its Restricted Subsidiaries, calculated as of the Company for the 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 Disqualified Stock or Preferred Stock is issued issued, would have been at least 2.00 to 1.00 determined on a pro forma basis or greater or (including a pro forma application ii) the Consolidated Total Net Debt Ratio for Parent Guarantor and its Restricted Subsidiaries, calculated as of the net proceeds therefrom), as if the date on which such additional Indebtedness had been Incurred, is Incurred or the such Disqualified Stock or Preferred Stock had been is issued, as the case may bewould have been less than or equal to 5.50 to 1.00 (such Indebtedness, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodDisqualified Stock or Preferred Stock Incurred or issued pursuant to subclauses (i) or (ii), “Ratio Debt”); provided, further, that Restricted Subsidiaries the aggregate amount of Indebtedness (including Acquired Indebtedness) that are not Guarantors may not Incur Indebtedness or issue shares of be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.03(athe foregoing by Non-Guarantor Subsidiaries shall not exceed the greater of (x) if$330.0 million and (y) 5.25% of Consolidated Total Assets, after giving pro forma effect to such Incurrence or issuance at any one time outstanding, on a Pro Forma Basis (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuers shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuers and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of the Issuers that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuers for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of an amount, together with any Refinancing Indebtedness thereof pursuant to this Section 4.03(a) if4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 475.0 million and 5.017.0% of Total Assets the Pro Forma EBITDA of the Issuers for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (plus, in the “Non-Guarantor Exception”case of any Refinancing Indebtedness, the Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuers shall not permit any of the Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Company Issuers and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary of the Issuers that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuers for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that any Restricted Subsidiaries Subsidiary that are is not Guarantors a Subsidiary Guarantor may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock in excess of a principal amount or liquidation preference at the time of Incurrence, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this Section 4.03(a) if), together with any Refinancing Indebtedness thereof pursuant to Section 4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence or issuance (including the pro forma effect to the application of the net proceeds therefrom), the aggregate principal amount greater of $50.0 million and 0.57 multiplied by the Pro Forma EBITDA of the Issuers for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred, or Disqualified Stock or of Preferred Stock then outstanding is issued, and after giving pro forma effect thereto as if such event occurred at the beginning of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds such four fiscal quarters (plus, in the greater case of $1,250 million and 5.0% of Total Assets (any Refinancing Indebtedness, the “Non-Guarantor Exception”Additional Refinancing Amount).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company on a consolidated basis for the Issuer’s most recently ended four full fiscal quarters for which consolidated internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) ifhowever, after giving that, on a pro forma effect to such Incurrence basis, together with any amounts incurred or issuance (including the pro forma application of the net proceeds therefrom)issued, the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then as applicable, and outstanding of by Restricted Subsidiaries that are not Guarantors pursuant to this clauses (12)(b) and (14) of Section 4.03(a) exceeds 4.09(b), no more than the greater of $1,250 million and (x) 5.0% of Consolidated Total Assets and (the “Non-Guarantor Exception”)y) $175.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred pursuant to this Section 4.09(a) shall be incurred or issued, as applicable, by Restricted Subsidiaries that are not Guarantors.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or and issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), and issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of or Preferred Stock, in each case if either (x) the Interest Fixed Charge Coverage Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued Applicable Measurement Period would have been at least 2.00 to 1.00 or (y) the Consolidated Total Debt Ratio for the Applicable Measurement Period would have been equal to or less than 6.90 to 1.00, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodApplicable Measurement Period; provided, further, that Restricted Subsidiaries that are not Subsidiary Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), more than an aggregate of the aggregate principal amount greater of (x) $550.0 million and (y) 50.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Subsidiary Guarantors incurred pursuant to this paragraph, together with amounts incurred under clause (14)(x) of Section 4.03(a4.09(b) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)by Restricted Subsidiaries that are not Subsidiary Guarantors, would be outstanding at such time.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Issuer shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Preferred StockDisqualified Stock or preferred stock; provided, however, provided that the Company and any Restricted Subsidiary Issuer may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Preferred StockDisqualified Stock and issue shares of preferred stock, in each case if the Interest Fixed Charge Coverage Ratio of for the Company Issuer and the Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock preferred stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and Disqualified Stock or preferred stock that may be issued pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Subsidiary Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (x) $1,250 million 190,000,000 and 5.0(y) 6.0% of Total Assets (the “Non-Guarantor Exception”)Assets.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Parent shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and Parent shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or any Non-Guarantor Subsidiary to issue Preferred Stock; provided, however, provided that the Company and any Restricted Subsidiary Parent may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) and issue shares of Disqualified Stock and any Restricted Non-Guarantor Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio on a consolidated basis of the Company Parent and its Restricted Subsidiaries for the 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the then outstanding aggregate principal amount of Indebtedness or (including Acquired Indebtedness), Disqualified Stock or and Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors may be incurred or issued, as applicable, pursuant to this Section 4.03(a4.09(a) exceeds (plus any Refinancing Indebtedness in respect thereof) by Non-Guarantor Subsidiaries shall not exceed the greater of (x) $1,250 225.0 million and 5.0(y) 3.0% of Total Assets (in each case, determined on the “Non-Guarantor Exception”date of such incurrence).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be incurred or issued, that as applicable, pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)100.0 million.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and each instance thereof, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) or ), and the Company will not issue any shares of Disqualified Stock; Stock and (ii) the Company shall will not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of on a consolidated basis for the Company for the and its Restricted Subsidiaries’ 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 incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company shall LLC Co-Issuer will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; , and (ii) the Company shall LLC Co-Issuer will not permit any of the its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company LLC Co-Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Ratio of the Company for the LLC Co-Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available Required Financial Statements have been delivered immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least is 2.00 to 1.00 determined on a pro forma basis or greater (including a pro forma application of the net proceeds therefrom“Ratio Debt”), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred occurred, at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) of Restricted Subsidiaries that are not Guarantors Incurred and outstanding pursuant to this paragraph, plus the aggregate amount of Preferred Stock issued and outstanding pursuant to this paragraph of Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds exceed the greater of (i) $1,250 100.0 million and 5.0(ii) 1.15% of Consolidated Total Assets (as of the “Non-Guarantor Exception”)date any such Indebtedness is Incurred.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Parent shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and the Parent shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Parent may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Interest Coverage Consolidated Leverage Ratio of at the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which time such additional Indebtedness is Incurred incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 no greater than 6.5 to 1.00 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe most recently ended four fiscal quarters for which internal financial statements are available; provided, provided further, however, that Restricted Non-Guarantor Subsidiaries that are not Guarantors may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the pro forma application issuance, more than an aggregate of the net proceeds therefrom), the aggregate principal amount $300.0 million of Indebtedness or Disqualified Stock or Preferred Stock then of Non-Guarantor Subsidiaries is outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a4.09(a) exceeds the greater and clause (17) of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)Section 4.09(b) hereof.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Issuer shall not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Fixed Charge Coverage Ratio of the Company Issuer for the 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 Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; providedprovided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), furtherDisqualified Stock and Preferred Stock that may be Incurred pursuant to this Section 4.03(a) and Section 4.03(b)(xvi), that in each case by Restricted Subsidiaries that are not Guarantors may shall not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of exceed $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”)75.0 million.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Company From and after the Effective Date, Holdings shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, Incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) or and Holdings shall not issue any shares of Disqualified Stock; Stock and (ii) the Company shall not permit any of the Restricted Subsidiaries Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company and any Restricted Subsidiary Holdings may Incur incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock Stock, and any of its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired Indebtedness), and issue shares of Preferred Stock, in each case if the Interest Coverage Ratio of the Company for the 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 Disqualified Stock or Preferred Stock is issued Stock, if either (i) the Fixed Charge Coverage Ratio of Holdings for the Applicable Measurement Period would have been at least 2.00 2.0 to 1.00 1.0 or (ii) the Consolidated Total Debt Ratio of Holdings for the Applicable Measurement Period would have been equal to or less than 5.75 to 1.0, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurredincurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter periodthe Applicable Measurement Period; provided, further, that Restricted Subsidiaries that are not Guarantors (other than the Issuers) may not Incur incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence incurrence or issuance (including the a pro forma application of the net proceeds therefrom), no more than an aggregate of the aggregate principal amount greater of $175.0 million and 12.5% of Consolidated EBITDA of Holdings for the Applicable Measurement Period of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries (other than the Issuers) that are not Guarantors incurred pursuant to this Section 4.09(a), together with amounts incurred under Section 4.09(b)(14)(x) by Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds (other than the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”Issuers), would be outstanding at such time.