Common use of Indebtedness and Guarantee Obligations Clause in Contracts

Indebtedness and Guarantee Obligations. None of the Loan Parties shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("Permitted Indebtedness"): (i) Indebtedness or Guarantee Obligations of the Loan Parties under the Loan Documents; (ii) Indebtedness of the Loan Parties listed in Schedule 6.2(a) and existing on the date of this Agreement, all of which Indebtedness identified in Schedule 6.2(a) as being repaid in connection with the initial Borrowing shall be repaid concurrently with such Borrowing; (iii) Guarantee obligations of any Loan Party in respect of Permitted Indebtedness of any other Loan Party; (iv) Permitted Subordinated Debt of the Borrower; (v) Indebtedness of the Loan Parties under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d); (vi) Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the aggregate principal amount of such Indebtedness, for the Borrower and the Subsidiaries taken as a whole, incurred after the Closing Date shall not exceed $1,500,000 outstanding at any time, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Indebtedness and Guarantee Obligations. None of the Loan Parties Borrower or its Subsidiaries shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("“Permitted Indebtedness"”): (ia) Indebtedness or Guarantee Obligations of the Loan Parties Borrower or its Subsidiaries under the Loan Documents, including under any Incremental Term Loan Facility; (iib) Indebtedness of the Loan Parties Borrower or its Subsidiaries listed in Schedule 6.2(a) 5.28 and existing on the date of this Agreement, with all of which such Indebtedness identified in Schedule 6.2(a) 5.28 as being repaid in connection with the initial Borrowing shall be of Term Loans having been repaid concurrently with such Borrowing; (iiic) Guarantee obligations Obligations of the Borrower or any Loan Party of its Subsidiaries in respect of Permitted Indebtedness of any other Loan Partyof the Borrower or its Subsidiaries; (ivd) Permitted Subordinated Debt of the Borrower; (ve) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d)) and Article XI; (vif) Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the aggregate principal amount of such Indebtedness, for the Borrower and the its Subsidiaries taken as a whole, incurred after the Closing Date whole shall not exceed $1,500,000 10,000,000 outstanding at any time, and ; and (g) extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Indebtedness and Guarantee Obligations. None of the No Loan Parties Party shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("Permitted Indebtedness"): (ia) Indebtedness or Guarantee Obligations of the Loan Parties under the Loan Documents; (iib) Indebtedness of the Loan Parties Borrower listed in Schedule 6.2(a5.29(a) and existing on the date of this Agreement, all of which Indebtedness identified in Schedule 6.2(a5.29(a) as being repaid in connection with the initial Borrowing shall be repaid concurrently with such Borrowing; (iii) Guarantee obligations of any Loan Party in respect of Permitted Indebtedness of any other Loan Party; (iv) Permitted Subordinated Debt of the Borrower; (vc) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d)4.1(c) of this Agreement; (vid) Indebtedness of the Borrower to HGC if such Indebtedness is contractually subordinate, to the satisfaction of the Administrative Agent, to the Obligations and payments of principal of and interest on such Indebtedness are payable solely from amounts otherwise available for the payment of Distributions pursuant to Section 7.6; (e) Indebtedness evidenced by Capital Leases of the Borrower for barges used by the Borrower in the ordinary course of its business to transport gas in coastwide waters; (f) Indebtedness of any Loan Party incurred to finance the purchaseacquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (which shall be deemed to exist if the i) such Indebtedness is incurred at prior to or within 90 days before after such acquisition or after the purchase completion of such construction or construction of improvement, (ii) such Indebtedness does not exceed $10,000,000 during the capital asset); provided that same fiscal year, and (iii) the aggregate principal amount of such Indebtedness, for the Borrower and the Subsidiaries taken as a whole, incurred after the Closing Date Indebtedness permitted by this clause (f) shall not exceed $1,500,000 outstanding 15,000,000 at any time, time outstanding; and (g) other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Indebtedness and Guarantee Obligations. None of the No Loan Parties Party shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("Permitted Indebtedness"): (ia) Indebtedness or Guarantee Obligations of the Loan Parties under the Loan Documents; (iib) Indebtedness of the Loan Parties Borrower listed in Schedule 6.2(a5.29(a) and existing on the date of this Agreement, all of which Indebtedness identified in Schedule 6.2(a5.29(a) as being repaid in connection with the initial Borrowing shall be repaid concurrently with such Borrowing; (iii) Guarantee obligations of any Loan Party in respect of Permitted Indebtedness of any other Loan Party; (iv) Permitted Subordinated Debt of the Borrower; (vc) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d)4.1(c) of this Agreement; (vid) Indebtedness of the Borrower to HGC if such Indebtedness is contractually subordinate, to the satisfaction of the Administrative Agent, to the Obligations and payments of principal of and interest on such Indebtedness are payable solely from amounts otherwise available for the payment of Distributions pursuant to Section 7.6; (e) Indebtedness evidenced by Capital Leases of the Borrower for barges used by the Borrower in the ordinary course of its business to transport gas in coastwide waters; (f) Indebtedness of any Loan Party incurred to finance the purchaseacquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (which shall be deemed to exist if the i) such Indebtedness is incurred at prior to or within 90 days before after such acquisition or after the purchase completion of such construction or construction of improvement, (ii) such Indebtedness does not exceed $10,000,000 during the capital asset); provided that same fiscal year, and (iii) the aggregate principal amount of such Indebtedness, for the Borrower and the Subsidiaries taken as a whole, incurred after the Closing Date Indebtedness permitted by this clause (f) shall not exceed $1,500,000 outstanding 15,000,000 at any time, time outstanding; (g) other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Indebtedness and Guarantee Obligations. None of the (a) No Loan Parties Party or their respective Subsidiaries shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("“Permitted Indebtedness"”): (i) Indebtedness or Guarantee Obligations of the Loan Parties under the Loan Documents; (ii) Indebtedness of the Loan Parties listed in Schedule 6.2(a5.27(a) and existing on the date of this Agreement, all of which Indebtedness identified in Schedule 6.2(a5.27(a) as being repaid in connection with the initial Term Loan Borrowing shall be repaid concurrently with such Borrowing; (iii) Guarantee obligations of any Loan Party in respect of Permitted Indebtedness of any other Loan Party; (iv) Permitted Subordinated Debt of the Borrower; (v) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d6.11; (iv) Indebtedness of the Borrower that is both structurally and contractually subordinate to the Obligations on terms satisfactory to the Administrative Agent (such terms to include that payments of principal of and interest on such Indebtedness are payable solely from amounts otherwise available for the payment of Distributions pursuant to Section 7.6); (v) Indebtedness for unsecured working capital or overdraft facilities in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; (vi) Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under arising from Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; (vii) Indebtedness under reimbursement obligations in respect of such Indebtedness(A) Existing Letters of Credit and (B) letters of credit issued for performance, surety, appeal, commodity purchase or indemnity bonds or with respect to workers’ compensation claims, insurance, environmental or statutory obligations, in each case incurred in the ordinary course of business in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; (viii) Indebtedness by any Loan Party to any other Loan Party; (ix) Northwind Aladdin Notes; (x) purchase money Indebtedness in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; (xi) other Indebtedness in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding. provided, however, the aggregate amount of Indebtedness for the Borrower and the its Subsidiaries taken as a wholeoutstanding at any time under clauses (v), incurred after the Closing Date (vi), (vii), (x) and (xi) shall not exceed $1,500,000 outstanding at any time3,000,000. (b) Notwithstanding the foregoing in clause (a) above, with respect to Northwind Aladdin, “Permitted Indebtedness” shall be limited to the Northwind Aladdin Notes, the Northwind Investment to the extent made in the form of intercompany Indebtedness, and extensions, renewals and replacements Indebtedness incurred in the ordinary course of any such Indebtedness that do business not increase the outstanding principal amount thereofto exceed $1,000,000.

Indebtedness and Guarantee Obligations. None of the Loan Parties Borrower or its Subsidiaries shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("Permitted IndebtednessPERMITTED INDEBTEDNESS"): (i) Indebtedness or Guarantee Obligations of the Loan Parties Borrower or its Subsidiaries under the Loan Documents; (ii) Indebtedness of the Loan Parties Borrower or its Subsidiaries listed in Schedule 6.2(a) and existing on the date of this Agreement, with all of which such Indebtedness identified in Schedule 6.2(a) as being repaid in connection with the initial Borrowing shall be of Term Loans having been repaid concurrently with such Borrowing; (iii) Guarantee obligations of the Borrower or any Loan Party of its Subsidiaries in respect of Permitted Indebtedness of any other Loan Partyof the Borrower or its Subsidiaries; (iv) Permitted Subordinated Debt of the Borrower; (v) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d4.1(e);; and (vi) Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the aggregate principal amount of such Indebtedness, for the Borrower and the its Subsidiaries taken as a whole, incurred after the Closing Date whole shall not exceed $1,500,000 3,000,000 outstanding at any time, . and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Indebtedness and Guarantee Obligations. None of the Loan Parties Borrower or its Subsidiaries shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following ("Permitted IndebtednessPERMITTED INDEBTEDNESS"): (i) Indebtedness or Guarantee Obligations of the Loan Parties Borrower or its Subsidiaries under the Loan Documents; (ii) Indebtedness of the Loan Parties Borrower or its Subsidiaries listed in Schedule 6.2(a) and existing on the date of this Agreement, with all of which such Indebtedness identified in Schedule 6.2(a) as being repaid in connection with the initial Borrowing shall be of Term Loans having been repaid concurrently with such Borrowing; (iii) Guarantee obligations of the Borrower or any Loan Party of its Subsidiaries in respect of Permitted Indebtedness of any other Loan Partyof the Borrower or its Subsidiaries; (iv) Permitted Subordinated Debt of the Borrower; (v) Indebtedness of the Loan Parties Borrower under Lender Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d4.1(e);; and (vi) Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the aggregate principal amount of such Indebtedness, for the Borrower and the its Subsidiaries taken as a whole, incurred after the Closing Date shall not exceed $1,500,000 2,000,000 outstanding at any time, . and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.