Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, directlyor indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable,contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to anyIndebtedness (including Acquired Indebtedness), and the Borrower will not issue any shares ofDisqualified Stock and will not permit any Restricted Subsidiary to issue any shares of DisqualifiedStock or Preferred Stock; provided that so long as no Event of Default has occurred and is continuing theBorrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of DisqualifiedStock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issueshares of Disqualified Stock or issue shares of Preferred Stock, if the Borrower’s Interest Coverage Ratiofor the Borrower’s most recently ended Test Period would have been at least 2.00 to 1.00, determined ona pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additionalIndebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the casemay be, and the application of the proceeds therefrom had occurred at the beginning of such Test Period;provided, further, that (x) such Indebtedness, Disqualified Stock or Preferred Stock complies with theRequired Additional Debt Terms and (y) any incurrence of Indebtedness or issuance of DisqualifiedStock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to thisclause (a) shall be subject to the limitations set forth in Section 6.01(g).(b) The limitations set forth in clause (a) of this Section 6.01 shall not apply to anyof the following items:(i) Indebtedness under any Receivables Facility; provided that any Indebtednessincurred under this subclause (i) shall reduce (for so long as, and to the extent that, theIndebtedness referred to in this subclause (i) remains outstanding) dollar-for-dollar the aggregateamount of Indebtedness permitted to be incurred under Section 6.01(b)(iii)(y);(ii) Indebtedness of the Borrower and any of its Restricted Subsidiaries under theLoan Documents;(iii) Indebtedness under the ABL Credit Agreement, when aggregated with the thenoutstanding amount of Indebtedness under subclause 6.01(b)(xv) incurred to refinanceIndebtedness permitted by this subclause (iii), in an amount not to exceed the greater of-...
Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock
