Any Indebtedness of any Person existing at the time it becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition of capital stock or otherwise) shall be deemed to be Incurred as of the date such Person becomes a Restricted Subsidiary.
Notwithstanding any other provision of this Section 4.09, a guarantee of Indebtedness of the Company or of Indebtedness of a Restricted
Subsidiary will not constitute a separate incurrence, or amount outstanding, of Indebtedness so long as the Indebtedness so guaranteed was incurred in accordance with the terms of this Indenture.
For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Permitted Indebtedness described in clauses (1) through (23) of such definition or is entitled to be Incurred pursuant to Section 4.09(b) hereof, the Company will, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this Section 4.09 and such item of Indebtedness will be treated as having been Incurred pursuant to only one of such clauses or pursuant to Section 4.09(b) hereof. The Company may reclassify
such Indebtedness from time to time in its sole discretion and may classify any item of Indebtedness in part under one or more of the categories of Permitted Indebtedness and/or in part as Indebtedness entitled to be Incurred pursuant to
Section 4.09(b) hereof.
Accrual of interest or dividends, the accretion of principal amount or dividends, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms or the payment of dividends on any Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence
of Indebtedness or an issuance of Disqualified Capital Stock or preferred stock for purposes of this covenant. Any increase in the amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of
Indebtedness for purposes of determining compliance with this covenant. A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant.
Section 4.10 Asset Sales.
Neither the Company nor any Restricted Subsidiary will, directly or indirectly:
(1) consummate an Asset Sale unless such entity receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or of which other disposition is made (as determined in good faith by the Board of such entity), and
(2) consummate or enter into a binding obligation to consummate an Asset Sale unless at least 75% of the consideration received
by such entity from such Asset Sale will be cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:
(A) any liabilities as shown on such entitys most recent balance sheet (or in the notes thereto) (other than Indebtedness
subordinate in right of payment to the Notes) that are assumed by the transferee of any such assets, and
(B) to the extent
of the cash received, any notes or other obligations or securities received by such Obligor from such transferee that are converted by such entity into cash within 180 days of receipt.