Common use of 1Indebtedness Clause in Contracts

1Indebtedness. Create, incur, assume or permit to exist any Indebtedness, except: (a) the Obligations, (b) Indebtedness existing as of the Closing Date set forth in Disclosure Schedule (3.18), (c) by endorsement of instruments or items of payment for deposit to the general account of such Credit Party, (d) for Guaranteed Indebtedness incurred for the benefit of any Credit Party if the primary obligation is permitted by this Agreement, (e) reserved, (f) Indebtedness outstanding under the Revolving Loan Agreement in an aggregate amount not exceeding the Maximum Priority Revolving Loan Debt, (g) the Permitted Xxxxxx-Xxxxxx Pension Plan Obligations, (h) Indebtedness with respect to (i) Capital Lease Obligations existing as the Closing Date set forth in Disclosure Schedule (3.18) and (ii) additional Capital Lease Obligations and Purchase Money Obligations in an aggregate amount outstanding at any time not to exceed $250,000; provided, that any such Capital Lease Obligations and Purchase Money Obligations under this clause (h) shall be secured only by the asset subject to such additional Capital Lease Obligation or the acquired asset in connection with the incurrence of such Capital Lease Obligation or Purchase Money Obligation, as the case may be, any insurance thereon and proceeds thereof, (i) Indebtedness in respect of Hedging Obligations, provided, that, such Hedging Obligations are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of speculation or taking a “market view”, (j) Indebtedness in respect of letters of credit, bank guarantees and banker’s acceptances in each case incurred in the ordinary course of business, and reimbursement of obligations in respect of any of the foregoing, in all cases to the extent permitted under the Revolving Loan Documents, (k) Indebtedness incurred in the ordinary course of business under surety bonds, performance bonds, completion guarantees, appeal bonds, bid bonds and similar obligations and reimbursement and indemnification obligations in respect of any of the foregoing, (l) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (m) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business, (n) Indebtedness of any Credit Party (other than Inactive Subsidiaries) owing to any other Credit Party (other than Inactive Subsidiaries); provided that in each case, all such Indebtedness shall be (i) evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to this Agreement and (ii) unsecured and subordinated in right of payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement with terms reasonably satisfactory to the Agent, (o) the Existing Letters of Credit, (p) Subordinated Debt under the Subordinated Loan Documents in an original aggregate principal amount not to exceed $1,250,000, plus any fees, costs or expenses incurred or payable in connection therewith, plus any interest accrued thereon in accordance with the terms of the Subordinated Loan Documents, so long as (i) such Indebtedness is subject to a Subordination Agreement which remains in full force and effect and (ii) no Credit Party makes any payment to the Subordinated Creditors or otherwise in respect of such Indebtedness, except for payments made in full compliance with the Subordination Agreement applicable to such Subordinated Debt, and (q) any other unsecured Indebtedness incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding $500,000. ​

1Indebtedness. Create, incur, assume or permit to exist any Indebtedness, except: (a) the Obligations, (b) Indebtedness existing as of the Closing Date set forth in Disclosure Schedule (3.18), (c) by endorsement of instruments or items of payment for deposit to the general account of such Credit Party, (d) for Guaranteed Indebtedness incurred for the benefit of any Credit Party if the primary obligation is permitted by this Agreement, (e) reserved, (f) Indebtedness outstanding under the Revolving Loan Agreement in an aggregate amount not exceeding the Maximum Priority Revolving Loan Debt, (g) the Permitted Xxxxxx-Xxxxxx Pension Plan Obligations, (h) Indebtedness with respect to (i) Capital Lease Obligations existing as the Closing Date set forth in Disclosure Schedule (3.18) and (ii) additional Capital Lease Obligations and Purchase Money Obligations in an aggregate amount outstanding at any time not to exceed $250,000; provided, that any such Capital Lease Obligations and Purchase Money Obligations under this clause (h) shall be secured only by the asset subject to such additional Capital Lease Obligation or the acquired asset in connection with the incurrence of such Capital Lease Obligation or Purchase Money Obligation, as the case may be, any insurance thereon and proceeds thereof, (i) Indebtedness in respect of Hedging Obligations, provided, that, such Hedging Obligations are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of speculation or taking a “market view”, (j) Indebtedness in respect of letters of credit, bank guarantees and banker’s acceptances in each case incurred in the ordinary course of business, and reimbursement of obligations in respect of any of the foregoing, in all cases to the extent permitted under the Revolving Loan Documents, (k) Indebtedness incurred in the ordinary course of business under surety bonds, performance bonds, completion guarantees, appeal bonds, bid bonds and similar obligations and reimbursement and indemnification obligations in respect of any of the foregoing, (l) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (m) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business, (n) Indebtedness of any Credit Party (other than Inactive Subsidiaries) owing to any other Credit Party (other than Inactive Subsidiaries); provided that in each case, all such Indebtedness shall be (i) evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to this Agreement and (ii) unsecured and subordinated in right of payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement with terms reasonably satisfactory to the Agent, (o) the Existing Letters of Credit, and (p) Subordinated Debt under the Subordinated Loan Documents in an original aggregate principal amount not to exceed $1,250,000, plus any fees, costs or expenses incurred or payable in connection therewith, plus any interest accrued thereon in accordance with the terms of the Subordinated Loan Documents, so long as (i) such Indebtedness is subject to a Subordination Agreement which remains in full force and effect and (ii) no Credit Party makes any payment to the Subordinated Creditors or otherwise in respect of such Indebtedness, except for payments made in full compliance with the Subordination Agreement applicable to such Subordinated Debt, and (q) any other unsecured Indebtedness incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding $500,000. ​.

1Indebtedness. Create, incur(a)The Borrower shall not create, assume or permit suffer to exist any IndebtednessIndebtedness (i) that is secured by any Lien that is not permitted by Section 6.2 or (ii) in the case of any Indebtedness for borrowed money incurred or assumed after the Closing Date, except: if on the date of incurrence or assumption of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence or assumption of such Indebtedness and to the concurrent retirement of any other Indebtedness of the Borrower or any of its Subsidiaries, a Default or Event of Default would exist hereunder; provided, however, that the Borrower may renew, refinance or extend any Indebtedness originally permitted to be incurred pursuant to this subsection (a) so long as such renewed, refinanced or extended Indebtedness is on terms and conditions no less favorable to the ObligationsBorrower than the Indebtedness originally issued (including, (b) Indebtedness existing as without limitation, any shortening of the Closing Date set forth final maturity or average life to maturity or requiring any payment to be made sooner than originally scheduled or any increase in Disclosure Schedule the interest rate applicable thereto or any change to any subordination provision thereof). (3.18)b)The Borrower shall not permit any Subsidiary to create, (c) by endorsement of instruments assume or items of payment for deposit suffer to the general account of such Credit Party, (d) for Guaranteed exist any Indebtedness incurred for the benefit of any Credit Party if the primary obligation is permitted by this Agreement, (e) reserved, (f) Indebtedness outstanding under the Revolving Loan Agreement in an aggregate amount not exceeding the Maximum Priority Revolving Loan Debt, (g) the Permitted Xxxxxx-Xxxxxx Pension Plan Obligations, (h) Indebtedness with respect to other than (i) Capital Lease Obligations existing as purchase money Indebtedness to the Closing Date set forth in Disclosure Schedule (3.18) and extent secured by Liens permitted by Section 6.2, (ii) guaranties of the Senior Debt Securities and the Additional Senior Debt Securities, to the extent equal and ratable guaranties are given to secure the Indebtedness hereunder, and (iii) additional Capital Lease Indebtedness, including Indebtedness arising under any Guaranty Obligations permitted by Section 6.3(i)-(iii), which in the aggregate does not exceed (A) $60,000,000 for Domestic Subsidiaries, and Purchase Money Obligations in an aggregate amount outstanding at any time not to exceed (B) $250,000600,000,000 for Foreign Subsidiaries; provided, however, that any such Capital Lease Obligations and Purchase Money Obligations under this clause (hSection 6.1(b) shall be secured only by the asset subject to such additional Capital Lease Obligation or the acquired asset in connection with not permit the incurrence or assumption of any Indebtedness if on the date of incurrence or assumption of such Capital Lease Obligation Indebtedness after giving effect on a Pro Forma Basis to the incurrence or Purchase Money Obligation, as assumption of such Indebtedness and to the case may be, any insurance thereon and proceeds thereof, (i) Indebtedness in respect of Hedging Obligations, provided, that, such Hedging Obligations are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of speculation or taking a “market view”, (j) Indebtedness in respect of letters of credit, bank guarantees and banker’s acceptances in each case incurred in the ordinary course of business, and reimbursement of obligations in respect concurrent retirement of any other Indebtedness of the foregoing, in all cases to the extent permitted under the Revolving Loan Documents, (k) Indebtedness incurred in the ordinary course of business under surety bonds, performance bonds, completion guarantees, appeal bonds, bid bonds and similar obligations and reimbursement and indemnification obligations in respect of Borrower or any of the foregoingits Subsidiaries, (l) Indebtedness in respect a Default or Event of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (m) unsecured Indebtedness (other than for borrowed money) that may be deemed to Default would exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business, (n) Indebtedness of any Credit Party (other than Inactive Subsidiaries) owing to any other Credit Party (other than Inactive Subsidiaries); provided that in each case, all such Indebtedness shall be (i) evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to this Agreement and (ii) unsecured and subordinated in right of payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement with terms reasonably satisfactory to the Agent, (o) the Existing Letters of Credit, (p) Subordinated Debt under the Subordinated Loan Documents in an original aggregate principal amount not to exceed $1,250,000, plus any fees, costs or expenses incurred or payable in connection therewith, plus any interest accrued thereon in accordance with the terms of the Subordinated Loan Documents, so long as (i) such Indebtedness is subject to a Subordination Agreement which remains in full force and effect and (ii) no Credit Party makes any payment to the Subordinated Creditors or otherwise in respect of such Indebtedness, except for payments made in full compliance with the Subordination Agreement applicable to such Subordinated Debt, and (q) any other unsecured Indebtedness incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding $500,000hereunder. ​Section 6.

1Indebtedness. Create, incur, assume or permit to exist any Indebtedness, except: (a) the Obligations, (b) Indebtedness existing as of the Closing Date set forth in Disclosure Schedule (3.18), (c) by endorsement of instruments or items of payment for deposit to the general account of such Credit Party, (d) for Guaranteed Indebtedness incurred for the benefit of any Credit Party if the primary obligation is permitted by this Agreement, (e) reserved, (f) Indebtedness outstanding under the Revolving Loan Agreement in an aggregate amount not exceeding the Maximum Priority Revolving Loan Debt, (g) the Permitted Xxxxxx-Xxxxxx Pension Plan Obligations, (h) Indebtedness with respect to (i) Capital Lease Obligations existing as the Closing Date set forth in Disclosure Schedule (3.18) and (ii) additional Capital Lease Obligations and Purchase Money Obligations in an aggregate amount outstanding at any time not to exceed $250,000; provided, that any such Capital Lease Obligations and Purchase Money Obligations under this clause (h) shall be secured only by the asset subject to such additional Capital Lease Obligation or the acquired asset in connection with the incurrence of such Capital Lease Obligation or Purchase Money Obligation, as the case may be, any insurance thereon and proceeds thereof, (i) Indebtedness in respect of Hedging Obligations, provided, that, such Hedging Obligations are (or were) entered into by a Credit Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of speculation or taking a “market view”, (j) Indebtedness in respect of letters of credit, bank guarantees and banker’s acceptances in each case incurred in the ordinary course of business, and reimbursement of obligations in respect of any of the foregoing, in all cases to the extent permitted under the Revolving Loan Documents, (k) Indebtedness incurred in the ordinary course of business under surety bonds, performance bonds, completion guarantees, appeal bonds, bid bonds and similar obligations and reimbursement and indemnification obligations in respect of any of the foregoing, (l) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (m) ​ ​ unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business, (n) Indebtedness of any Credit Party (other than Inactive Subsidiaries) owing to any other Credit Party (other than Inactive Subsidiaries); provided that in each case, all such Indebtedness shall be (i) evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to this Agreement and (ii) unsecured and subordinated in right of payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement with terms reasonably satisfactory to the Agent, (o) the Existing Letters of Credit, and (p) Subordinated Debt under the Subordinated Loan Documents in an original aggregate principal amount not to exceed $1,250,000750,000, plus any fees, costs or expenses incurred or payable in connection therewith, plus any interest accrued thereon in accordance with the terms of the Subordinated Loan Documents, so long as (i) such Indebtedness is subject to a Subordination Agreement which remains in full force and effect and (ii) no Credit Party makes any payment to the Subordinated Creditors or otherwise in respect of such Indebtedness, except for payments made in full compliance with the Subordination Agreement applicable to such Subordinated Debt, and (q) any other unsecured Indebtedness incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding $500,000. ​