Subsidiaries to perform, all covenants in this Section 6.
Section 6.1
Indebtedness.
No Credit Party shall, nor shall it permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty,
or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:
(A)
THE OBLIGATIONS;
(B)
(I) INTERCOMPANY INDEBTEDNESS OF ANY CREDIT PARTY PAYABLE TO
COMPANY OR ANY OF ITS SUBSIDIARIES OR INTERCOMPANY INDEBTEDNESS OF ANY
SUBSIDIARY OF COMPANY PAYABLE TO ANY CREDIT PARTY, PROVIDED THAT, SIMULTANEOUSLY
WITH THE INCURRENCE OF SUCH INDEBTEDNESS COMPANY SHALL CAUSE (A) ALL SUCH
INTERCOMPANY INDEBTEDNESS TO BE UNSECURED AND SUBJECT TO A PERFECTED FIRST
PRIORITY LIEN PURSUANT TO THE PLEDGE AND SECURITY AGREEMENT (OTHER THAN ANY
INTERCOMPANY INDEBTEDNESS PAYABLE TO A SUBSIDIARY OF COMPANY THAT IS NOT A
CREDIT PARTY), AND (B) ALL SUCH INTERCOMPANY INDEBTEDNESS OF ANY CREDIT PARTY TO
BE SUBORDINATED IN RIGHT OF PAYMENT TO THE PAYMENT IN FULL OF THE OBLIGATIONS
PURSUANT TO THE TERMS OF THE INTERCO SUBORDINATION AGREEMENT; PROVIDED FURTHER,
THAT NO SUCH INTERCOMPANY INDEBTEDNESS SHALL BE EVIDENCED BY ANY NOTE OR OTHER
INSTRUMENT UNLESS SUCH NOTE IS SUBSTANTIALLY IN THE FORM OF EXHIBIT L AND
(EXCEPT WITH RESPECT TO ANY SUCH NOTE PAYABLE TO A SUBSIDIARY OF COMPANY THAT IS
NOT A CREDIT PARTY) THE PAYEE THEREUNDER SHALL IMMEDIATELY ENDORSE AND DELIVER
THE SAME TO COLLATERAL AGENT; AND (II) INDEBTEDNESS OF ANY FOREIGN SUBSIDIARY
PAYABLE TO ANY OTHER FOREIGN SUBSIDIARY;
(C)
INDEBTEDNESS WITH RESPECT TO (I) THE CONVERTIBLE SECURITIES AND
ANY PERMITTED REFINANCINGS THEREOF; (II) THE SENIOR SECURED NOTES IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING $750.0 MILLION
AND ANY PERMITTED REFINANCINGS THEREOF; AND (III) THE NEW SENIOR SUBORDINATED
NOTES AND ANY PERMITTED REFINANCINGS THEREOF, IN EACH CASE INCLUDING SUCCESSIVE
PERMITTED REFINANCINGS PROVIDED, THAT THE NET PROCEEDS OF ANY INDEBTEDNESS
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INCURRED AS A PERMITTED REFINANCING PRIOR TO THE PURCHASE, REDEMPTION, EXCHANGE
OR REPAYMENT OF THE INDEBTEDNESS SUBJECT TO SUCH PERMITTED REFINANCING SHALL BE
IMMEDIATELY DEPOSITED IN THE DESIGNATED PROCEEDS ACCOUNT;
(D)
INDEBTEDNESS INCURRED BY COMPANY OR ANY OF ITS SUBSIDIARIES
ARISING FROM AGREEMENTS PROVIDING FOR INDEMNIFICATION, ADJUSTMENT OF PURCHASE
PRICE OR SIMILAR OBLIGATIONS, OR FROM GUARANTIES OR LETTERS OF CREDIT, SURETY
BONDS OR PERFORMANCE BONDS SECURING THE PERFORMANCE OF COMPANY OR ANY SUCH
SUBSIDIARY PURSUANT TO SUCH AGREEMENTS, IN CONNECTION WITH PERMITTED
ACQUISITIONS OR PERMITTED DISPOSITIONS OF ANY BUSINESS, ASSETS OR SUBSIDIARY OF
COMPANY OR ANY OF ITS SUBSIDIARIES;
(E)
INDEBTEDNESS WHICH MAY BE DEEMED TO EXIST PURSUANT TO ANY
GUARANTIES, PERFORMANCE, SURETY, STATUTORY, APPEAL OR SIMILAR OBLIGATIONS
INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(F)
GUARANTIES IN THE ORDINARY COURSE OF BUSINESS OF THE OBLIGATIONS
OWED TO OR OF SUPPLIERS, CUSTOMERS, FRANCHISEES AND LICENSEES OF COMPANY AND ITS
SUBSIDIARIES;
(G)
(I) GUARANTIES BY COMPANY OF INDEBTEDNESS OF A GUARANTOR OR
GUARANTIES BY A SUBSIDIARY OF COMPANY OF INDEBTEDNESS OF COMPANY OR A GUARANTOR
WITH RESPECT, IN EACH CASE, TO INDEBTEDNESS OTHERWISE PERMITTED TO BE INCURRED
PURSUANT TO THIS SECTION 6.1, AND (II) GUARANTIES