Common use of Incurrence and Existence of Debt Clause in Contracts

Incurrence and Existence of Debt. The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "market view"; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such Funded Debt shall be non-recourse to the members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; and (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.14; provided, that in the case of Indebtedness incurred under clauses (e) through (g), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Each of the Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness of the Borrower and its Subsidiaries under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of the Borrower or any member of the Consolidated Group its Subsidiaries in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any member of the Consolidated Group its Subsidiaries existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the latest Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members the Borrower or any of the Consolidated Group its Subsidiaries secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt of the Borrower or any of its Subsidiaries secured by mortgage liens shall be non-recourse to the members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; andincurred; (g) unsecured inter-company Indebtedness between and among members of the Consolidated GroupBorrower and its Subsidiaries, provided that any such Indebtedness under this subsection (g) owing by a Credit Party shall be subordinated in writing to the Obligations on terms acceptable to the Administrative Agent; (h) Indebtedness of the Borrower incurred through the issuance of short-term unsecured commercial paper notes in an aggregate principal amount at any one time outstanding that would not violate the covenants set forth in Section 6.16 hereof; (i) Indebtedness under the JPM Asset Sale Agreement and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such inter-company Indebtedness owing is not increased at the time of such refinancing, refunding, renewal or extension except by Subsidiaries an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (j) the Borrower shall not exceed unsecured notes of HR issued or placed pursuant to that certain Indenture dated as of May 15, 2001, and any exchanges thereof for unsecured notes issued by the aggregate principal Borrower; provided that the amount of loans such Indebtedness is not increased at the time of such exchange except by an amount equal to a reasonable premium or other reasonable amount paid, and investments permitted under Section 6.14fees and expenses reasonably incurred, in connection with such exchange; provided, that in the case of Indebtedness incurred under clauses (e) through (gh), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Parent, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the Revolving Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt shall be non-recourse to the of members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debtsecured by mortgage liens shall be incurred; and (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that (i) the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.146.14 and (ii) any such Indebtedness under this subsection (g) owing by the Borrower shall be subordinated in writing to the Obligations on term acceptable to the Administrative Agent; provided, that in the case of Indebtedness incurred under clauses (e) through (g), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. LEGAL02/34647694v6 The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt shall be non-recourse to the of members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debtsecured by mortgage liens shall be incurred; andand LEGAL02/34647694v6 (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that (i) the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.146.14 and (ii) any such Indebtedness under this subsection (g) owing by the Borrower shall be subordinated in writing to the Obligations on term acceptable to the Administrative Agent; provided, that in the case of Indebtedness incurred under clauses (e) through (g), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the Revolving Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such Funded Debt shall be non-recourse to the members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; and (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.14; provided, that in the case of Indebtedness incurred under clauses (e) through (g), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Each of the Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness of the Borrower and its Subsidiaries under the Credit Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of the Borrower or any member of the Consolidated Group its Subsidiaries in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any member of the Consolidated Group its Subsidiaries existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Effective Date, provided that the final maturity thereof shall not be prior to the Termination Date hereunderMaturity Date; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members the Borrower or any of the Consolidated Group its Subsidiaries secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt of the Borrower or any of its Subsidiaries secured by mortgage liens shall be non-recourse to the members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; andincurred; (g) unsecured inter-company Indebtedness between and among members of the Consolidated GroupBorrower and its Subsidiaries, provided that any such Indebtedness under this subsection (g) owing by a Credit Party shall be subordinated in writing to the Obligations on terms acceptable to the Administrative Agent; (h) Indebtedness of the Borrower incurred through the issuance of short-term unsecured commercial paper notes in an aggregate principal amount at any one time outstanding that would not violate the covenants set forth in Section 6.16 hereof; (i) Indebtedness under the Combined Facility and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such inter-company Indebtedness owing is not increased at the time of such refinancing, refunding, renewal or extension except by Subsidiaries an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (j) on and after the Borrower shall not exceed Merger Closing Date, the aggregate principal unsecured notes of HR issued or placed pursuant to that certain Indenture dated as of May 15, 2001, and any exchanges thereof for unsecured notes issued by the Borrower; provided that the amount of loans such Indebtedness is not increased at the time of such exchange except by an amount equal to a reasonable premium or other reasonable amount paid, and investments permitted under Section 6.14fees and expenses reasonably incurred, in connection with such exchange; provided, that in the case of Indebtedness incurred under clauses (e) through (gh), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Parent, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit Documents; Documents and the Xxxxx Fargo Credit Agreement; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the latest Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt shall be non-recourse to the of members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; andsecured by mortgage liens shall be incurred; (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that (i) the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.146.14 and (ii) any such Indebtedness under this subsection (g) owing by the Borrower shall be subordinated in writing to the Obligations on terms acceptable to the Administrative Agent; and (h) Indebtedness of the Borrower incurred through the issuance of short-term unsecured commercial paper notes in an aggregate principal amount at any one time outstanding that would not violate the covenants set forth in Section 6.16 hereof. provided, that in the case of Indebtedness incurred under clauses (e) through (gh), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.

Incurrence and Existence of Debt. The Borrower will not, and will not permit any of its Subsidiaries to, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Credit DocumentsDocuments and the Xxxxx Fargo Term Loan Agreement; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Support Obligations of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any member of the Consolidated Group existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person 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 Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a "“market view"”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) publicly issued or privately placed Funded Debt of the Borrower issued or placed after the Closing Date, provided that the final maturity thereof shall not be prior to the Termination Date hereunder; (f) so long as no Event of Default shall then exist hereunder, Funded Debt of members of the Consolidated Group secured by mortgage liens, provided that such that, while an Event of Default exists, no additional Funded Debt shall be non-recourse to the of members of the Consolidated Group except to the extent of the property pledged to secure such Funded Debt; andsecured by mortgage liens shall be incurred; (g) unsecured inter-company Indebtedness between and among members of the Consolidated Group, provided that (i) the aggregate amount of such inter-company Indebtedness owing by Subsidiaries to the Borrower shall not exceed the aggregate principal amount of loans and investments permitted under Section 6.146.14 and (ii) any such Indebtedness under this subsection (g) owing by the Borrower shall be subordinated in writing to the Obligations on terms acceptable to the Administrative Agent; and (h) Indebtedness of the Borrower incurred through the issuance of short-term unsecured commercial paper notes in an aggregate principal amount at any one time outstanding that would not violate the covenants set forth in Section 6.16 hereof. provided, that in the case of Indebtedness incurred under clauses (e) through (gh), immediately after giving effect to the incurrence or assumption thereof on a pro forma basis, the Borrower and the other members of the Consolidated Group shall be in compliance with the terms of this Credit Agreement, including the financial covenants hereunder.