Common use of Consolidated Funded Debt Clause in Contracts

Consolidated Funded Debt. Subject to the following sentence, not incur, or permit any Subsidiary to incur, Consolidated Funded Debt having either (a) a maturity prior to the Maturity Date or (b) covenants that are more restrictive than those for which this Agreement provides. The foregoing restriction shall not apply to (i) any Indebtedness in existence as of the Closing Date and listed on the attached Schedule 8.21, (ii) any Indebtedness of RSL, RSL-Texas or Safety National to any Federal Home Loan Bank, (iii) any Indebtedness under reverse repurchase or securities lending agreements, (iv) any Indebtedness owed to the Borrower or any of its Subsidiaries, (v) any Indebtedness incurred in connection with the acquisition of Investments permitted by this Agreement, (vi) any Indebtedness under letters of credit or other credit support arrangements or surety bonds issued or obtained by any of the Reliance Standard Insurance Companies, Safety National, Safety First or Safety National Re in the ordinary course of business , or (vii) any Indebtedness other than the types specified in the preceding clauses (i) through (vi), so long as the aggregate principal amount of such Indebtedness outstanding at any one time does not exceed $50,000,000. Compliance with clause (a) of this Section 8.21 shall be determined based on the Maturity Date as in effect as of the time of the incurrence of any Indebtedness, and no extension of such Maturity Date pursuant to Section 2.12 shall give rise to a violation of this Section 8.21 with respect to any Indebtedness that was in compliance herewith when originally incurred.

Consolidated Funded Debt. Subject As at any date of determination, an amount equal to the following sentenceaggregate amount of Indebtedness of the Borrowers and their Restricted Subsidiaries, determined on a consolidated basis, related to the borrowing of money, the obtaining of credit or any outstanding contingent acquisition purchase price amounts (which the parties hereto agree for the purposes of this definition does not incurinclude Indebtedness permitted under §§10.1(b), (c), (d), (e), (h), (i) and (j) hereof) whether absolute or permit contingent, including, to the extent not included in such Indebtedness, the net present value (using a discount rate of 8% per annum) of all operating leases with a non-cancellable term of longer than one year and all Indebtedness guaranteed by any Subsidiary to incur, of the Borrowers or any of their Restricted Subsidiaries. Consolidated Funded Debt having either (a) a maturity prior to shall not include any committed purchase amounts for the Maturity Date acquisition of railroad and railroad-related material, equipment or (b) covenants that are more restrictive than those for which this Agreement providessupplies. Consolidated Net Income. The foregoing restriction shall not apply to consolidated net income of the Borrowers and their Restricted Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss; minus any equity in the net income of (ior plus any equity in the net loss of) any Indebtedness in existence as minority equity investment of the Closing Date and listed on the attached Schedule 8.21, (ii) any Indebtedness of RSL, RSL-Texas or Safety National to any Federal Home Loan Bank, (iii) any Indebtedness under reverse repurchase or securities lending agreements, (iv) any Indebtedness owed to the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary, plus cash dividends or similar cash Distributions paid to the Borrowers or their Restricted Subsidiaries from any Unrestricted Subsidiary, during the applicable period. Consolidated Total Interest Expense. For any period, the aggregate amount of its Subsidiariesinterest required to be paid or accrued by the Borrowers and their Restricted Subsidiaries during such period on all Indebtedness of the Borrowers and their Restricted Subsidiaries related to the borrowing of money or the obtaining of credit outstanding during all or any part of such period, (v) including payments consisting of interest in respect of any Indebtedness incurred Capitalized Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the acquisition borrowing of Investments permitted by this Agreement, money (vi) any Indebtedness under letters of credit or other credit support arrangements or surety bonds issued or obtained by any of the Reliance Standard Insurance Companies, Safety National, Safety First or Safety National Re in the ordinary course of business , or (vii) any Indebtedness other than non-cash interest or fees) solely to the types specified extent that such fees are properly included as interest expense in the preceding clauses (i) through (vi), so long as the aggregate principal amount of such Indebtedness outstanding at any one time does not exceed $50,000,000. Compliance accordance with clause (a) of this Section 8.21 shall be determined based on the Maturity Date as in effect as of the time of the incurrence of any Indebtedness, and no extension of such Maturity Date pursuant to Section 2.12 shall give rise to a violation of this Section 8.21 with respect to any Indebtedness that was in compliance herewith when originally incurredGAAP.

Consolidated Funded Debt. Subject As at any date of determination, an amount equal to the following sentenceaggregate amount of Indebtedness of the Borrowers and their Restricted Subsidiaries, determined on a consolidated basis, related to the borrowing of money, the obtaining of credit or any outstanding contingent acquisition purchase price amounts (which the parties hereto agree for the purposes of this definition does not incurinclude Indebtedness permitted under §§10.1(b), (c), (d), (e), (h), (i) and (j) hereof) whether absolute or permit contingent, including, to the extent not included in such Indebtedness, the net present value (using a discount rate of 8% per annum) of all operating leases with a non-cancellable term of longer than one year and all Indebtedness guaranteed by any Subsidiary to incur, of the Borrowers or any of their Restricted Subsidiaries. Consolidated Funded Debt having either shall not include any committed purchase amounts for the acquisition of railroad and railroad-related material, equipment or supplies. Consolidated Net Income. The consolidated net income of the Borrowers and their Restricted Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss; plus principal payments received by the Borrowers and their Restricted Subsidiaries during such period with respect to Capitalized Leases; minus any equity in the net income of (aor plus any equity in the net loss of) a maturity prior any equity investment of any Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary, minority equity investment, unincorporated joint ventures or contractual joint ventures, plus cash dividends or similar cash Distributions paid to the Maturity Date Borrowers or (b) covenants that are more restrictive than those for which this Agreement providestheir Restricted Subsidiaries from any Unrestricted Subsidiary, minority equity investment, unincorporated joint ventures or contractual joint ventures, during the applicable period. Consolidated Total Assets. The foregoing restriction shall not apply to (i) any Indebtedness total assets of the Borrowers and their Subsidiaries, on a consolidated basis, as shown on GWI’s financial statements prepared in existence accordance with GAAP determined as of the Closing Date last day of each fiscal quarter. Consolidated Total Interest Expense. For any period, the aggregate amount of interest required to be paid or accrued by the Borrowers and listed their Restricted Subsidiaries during such period on the attached Schedule 8.21, (ii) any all Indebtedness of RSL, RSL-Texas or Safety National to any Federal Home Loan Bank, (iii) any Indebtedness under reverse repurchase or securities lending agreements, (iv) any Indebtedness owed the Borrowers and their Restricted Subsidiaries related to the Borrower borrowing of money or the obtaining of credit outstanding during all or any part of its Subsidiariessuch period, (v) including payments consisting of interest in respect of any Indebtedness incurred Capitalized Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the acquisition borrowing of Investments permitted by this Agreement, money (vi) any Indebtedness under letters of credit or other credit support arrangements or surety bonds issued or obtained by any of the Reliance Standard Insurance Companies, Safety National, Safety First or Safety National Re in the ordinary course of business , or (vii) any Indebtedness other than non-cash interest or fees) solely to the types specified extent that such fees are properly included as interest expense in the preceding clauses (i) through (vi), so long as the aggregate principal amount of such Indebtedness outstanding at any one time does not exceed $50,000,000. Compliance accordance with clause (a) of this Section 8.21 shall be determined based on the Maturity Date as in effect as of the time of the incurrence of any Indebtedness, and no extension of such Maturity Date pursuant to Section 2.12 shall give rise to a violation of this Section 8.21 with respect to any Indebtedness that was in compliance herewith when originally incurredGAAP.

Consolidated Funded Debt. Subject to 2 (i) = $[ , , ] (i) the following sentence, not incur, or permit any Subsidiary to incur, Consolidated Funded Debt having either sum of (a) a maturity prior to the Maturity Date principal amount of all obligations for borrowed money, whether current or long-term and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) covenants that are more restrictive than those the principal amount of all purchase money Indebtedness; (c) amounts drawn and not yet reimbursed under all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (excluding any of the foregoing securing obligations under the New Building Leases); (d) the principal amount of all obligations in respect of the deferred purchase price of property or services (excluding deferred compensation, accruals for which this Agreement providespayroll 1 The sum of (b) and (c) not to exceed $50,000,000. The foregoing restriction 2 Notwithstanding anything to the contrary contained herein, (x) Consolidated Funded Indebtedness shall not apply to include (i) any Indebtedness amounts relating to employee consulting arrangements, accrued expenses, deferred rent, deferred taxes, deferred revenue, customary obligations under employment agreements and deferred compensation or (ii)(A) post-closing purchase price adjustments, (B) obligations in existence as respect of earn-out payments (including after the amount of such earn-out payments becomes fixed) or (C) to the extent the cumulative aggregate of the Closing Date and listed on the attached Schedule 8.21initial amounts thereof does not exceed $25,000,000 in any fiscal year, other deferred purchase price obligations, in each case referred to in this subclause (ii) any Indebtedness of RSLx)(ii)(C), RSL-Texas or Safety National to any Federal Home Loan Bank, (iii) any Indebtedness under reverse repurchase or securities lending agreements, (iv) any Indebtedness owed to the Borrower or any of its Subsidiaries, (v) any Indebtedness incurred in connection with the acquisition of Investments any Permitted Acquisition or other Investment permitted by this Section 6.04 of the Amended and Restated Credit Agreement (it being agreed that installment payments or prepayments of any deferred purchase price obligations referred to in subclause (C) that are incurred in any particular fiscal year will first be deemed to have been applied in respect of the initial amounts thereof in excess of $25,000,000) and (y) the amount of any item of Consolidated Funded Debt will be determined without giving effect to any election to value any Indebtedness at “fair value”, as described in Section 1.04(a) of the Amended and Restated Credit Agreement, or any other accounting principle that results in the amount of any such Indebtedness (viother than zero coupon Indebtedness) any Indebtedness under letters to be below the stated principal amount of credit or such Indebtedness. and other credit support arrangements or surety bonds issued or obtained by any of the Reliance Standard Insurance Companies, Safety National, Safety First or Safety National Re operating expenses accrued in the ordinary course of business , or and accounts payable in the ordinary course of business); (viie) any Indebtedness the principal amount of all Capital Lease Obligations; (f) all Disqualified Equity Interests (other than the Series A Convertible Preferred Stock); (g) all Guarantees with respect to Indebtedness of the types specified in the preceding clauses (ia) through (vi), so long as f) above of another Person; and (h) all Indebtedness of the aggregate principal amount of such Indebtedness outstanding at any one time does not exceed $50,000,000. Compliance with clause types referred to in clauses (a) of this Section 8.21 shall be determined based on the Maturity Date as in effect as of the time of the incurrence through (g) above of any Indebtednesspartnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, and no extension of to the extent that such Maturity Date pursuant Indebtedness is recourse to Section 2.12 shall give rise to a violation of this Section 8.21 with respect to any Indebtedness that was in compliance herewith when originally incurred.such Person: $[ , , ]