Common use of Indebtedness and Guarantee Obligations Clause in Contracts

Indebtedness and Guarantee Obligations. (A) In the case of any Restricted Subsidiary, create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Restricted Subsidiary pursuant to any Loan Document; (b) Indebtedness of any Restricted Subsidiary to the Company or any other Restricted Subsidiary; (c) Indebtedness of any Domestic Subsidiary Guarantor not secured by any Lien on its property; (d) Indebtedness of any Restricted Subsidiary listed on Schedule 7.2(A)(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness of any Restricted Subsidiary incurred to finance the construction or acquisition of fixed or capital assets or any data or software in an aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000 at any one time outstanding; (f) additional Indebtedness of the Restricted Subsidiaries other than the Specified Restricted Subsidiaries incurred to finance the construction or acquisition of new manufacturing facilities and assets relating thereto in an aggregate principal amount, together with (i) the aggregate principal amount of any Indebtedness of the Company secured as permitted under Section 7.3(u) and (ii) the aggregate amount of Guarantee Obligations incurred pursuant to Section 7.2(B)(b), not to exceed $700,000,000 at any one time outstanding; provided that additional Indebtedness availability pursuant to this Section 7.2(A)(f) at the Malaysian Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed $150,000,000 plus €80,000,000 and additional Indebtedness availability at the German Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed €130,000,000; provided, further, that (i) any such new term Indebtedness at the Malaysian Manufacturing Subsidiary or the German Manufacturing Subsidiary, once all contemplated draw-downs have been made, shall not be increased, but may be extended or refinanced at any time so long as the final maturity thereof is not shortened (except if to a maturity date occurring after the Revolving Termination Date) and any interim amortization is at no time greater than as provided in such new term Indebtedness and (ii) any such new term Indebtedness at the German Manufacturing Subsidiary shall also be subject to the Company and the German Manufacturing Subsidiary, together with the lenders party thereto or an agent or other representative on their behalf, entering into an intercreditor agreement or similar document with the Administrative Agent reasonably acceptable to the Administrative Agent; (g) Guarantee Obligations permitted under Section 7.2(B); and (h) unsecured Indebtedness of First Solar France Manufacturing SAS that is not covered by an explicit Guarantee Obligation by any Group Member (other than a French parent company of First Solar France Manufacturing SAS), incurred pursuant to a joint venture arrangement more fully described to the Administrative Agent and the Lenders in an aggregate principal amount not to exceed €50,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof). For purposes of determining compliance with this Section 7.2(A), the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date that such Indebtedness was incurred. (B) In the case of any Restricted Subsidiary (other than a Domestic Subsidiary Guarantor), create, issue, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligation, except: (a) Guarantee Obligations by any Restricted Subsidiary in respect of the obligations of the Company or any other Restricted Subsidiary; (b) Guarantee Obligations by any Restricted Subsidiary in respect of obligations of any Unrestricted Subsidiary or another Person that is not a Group Member that are recommended as a result of tax savings, Requirement of Law or other reasons in the operation of the business of the Company and its Restricted Subsidiaries and that in each case are reasonably satisfactory to the Administrative Agent; and (c) Guarantee Obligations of any Restricted Subsidiary outstanding on the date hereof and listed on Schedule 7.2(B)(c) and any renewal or extension thereof (including in connection with any refinancing or refunding of the obligations guaranteed).

Indebtedness and Guarantee Obligations. (A) In the case of any Restricted Subsidiary, create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Restricted Subsidiary pursuant to any Loan Document; (b) Indebtedness of any Restricted Subsidiary to the Company or any other Restricted Subsidiary; (c) Indebtedness of any Domestic Subsidiary Guarantor not secured by any Lien on its property; (d) existing Indebtedness of any Restricted Subsidiary listed on Schedule 7.2(A)(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness of any Restricted Subsidiary incurred to finance the construction or acquisition of fixed or capital assets or any data or software in an aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000 at any one time outstanding; (f) additional Indebtedness of the Restricted Subsidiaries other than the Specified Restricted Subsidiaries incurred to finance the construction or acquisition of new manufacturing facilities and assets relating thereto in an aggregate principal amount, together with (i) the aggregate principal amount of any Indebtedness of the Company secured as permitted under Section 7.3(u) and (ii) the aggregate amount of Guarantee Obligations incurred pursuant to Section 7.2(B)(b), not to exceed $700,000,000 at any one time outstanding; provided that additional Indebtedness availability pursuant to this Section 7.2(A)(f) at the Malaysian Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed $150,000,000 plus €80,000,000 and additional Indebtedness availability at the German Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed €130,000,000; provided, further, that (i) any such new term Indebtedness at the Malaysian Manufacturing Subsidiary or the German Manufacturing Subsidiary, once all contemplated draw-downs have been made, shall not be increased, but may be extended or refinanced at any time so long as the final maturity thereof is not shortened (except if to a maturity date occurring after the Revolving Termination Date) and any interim amortization is at no time greater than as provided in such new term Indebtedness and (ii) any such new term Indebtedness at the German Manufacturing Subsidiary shall also be subject to the Company and the German Manufacturing Subsidiary, together with the lenders party thereto or an agent or other representative on their behalf, entering into an intercreditor agreement or similar document with the Administrative Agent reasonably acceptable to the Administrative Agent[reserved]; (g) Guarantee Obligations permitted under Section 7.2(B); (h) [reserved]; and (hi) unsecured Indebtedness of First Solar France Manufacturing SAS that is not covered by an explicit Guarantee Obligation by any Group Member (other than a French parent company of First Solar France Manufacturing SAS), incurred Restricted Subsidiary pursuant to a joint venture arrangement more fully described letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; provided that the aggregate stated or face amount of all letters of credit, bank guarantees and similar instruments issued pursuant to the Administrative Agent this clause (i) and the Lenders in an aggregate principal amount Section 7.2(B)(d) below shall not to exceed €50,000,000 $50 million for all Restricted Subsidiaries outstanding at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof)time. For purposes of determining compliance with this Section 7.2(A), the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date that such Indebtedness was incurred. (B) In the case of any Restricted Subsidiary (other than a Domestic Subsidiary Guarantor), create, issue, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligation, except: (a) Guarantee Obligations by any Restricted Subsidiary in respect of the obligations of the Company or any other Restricted Subsidiary; (b) Guarantee Obligations by any Restricted Subsidiary in respect of obligations of any Unrestricted Subsidiary or another Person that is not a Group Member that are recommended as a result of tax savings, Requirement of Law or other reasons in the operation of the business of the Company and its Restricted Subsidiaries and that in each case are reasonably satisfactory to the Administrative Agent; and; (c) Guarantee Obligations of any Restricted Subsidiary outstanding on the date hereof Effective Date and listed on Schedule 7.2(B)(c) and any renewal or extension thereof (including in connection with any refinancing or refunding of the obligations guaranteed); and (d) Guarantee Obligations by any Restricted Subsidiary pursuant to letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; provided that the aggregate stated or face amount of all letters of credit, bank guarantees and similar instruments issued pursuant to this clause (d) and Section 7.2(A)(i) above shall not exceed $50 million for all Restricted Subsidiaries outstanding at any time.

Indebtedness and Guarantee Obligations. (A) In the case of any Restricted Subsidiary, create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Restricted Subsidiary pursuant to any Loan Document; (b) Indebtedness of any Restricted Subsidiary to the Company or any other Restricted Subsidiary; (c) Indebtedness of any Domestic Subsidiary Guarantor not secured by any Lien on its property; (d) Indebtedness of any Restricted Subsidiary listed on Schedule 7.2(A)(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness of any Restricted Subsidiary incurred to finance the construction or acquisition of fixed or capital assets or any data or software in an aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000 at any one time outstanding; (f) additional Indebtedness of the Restricted Subsidiaries other than the Specified Restricted Subsidiaries incurred to finance the construction or acquisition of new manufacturing facilities and assets relating thereto in an aggregate principal amount, together with (i) the aggregate principal amount of any Indebtedness of the Company secured as permitted under Section 7.3(u) and (ii) the aggregate amount of Guarantee Obligations incurred pursuant to Section 7.2(B)(b), not to exceed $700,000,000 400,000,000 at any one time outstanding; provided that additional Indebtedness availability pursuant to this Section 7.2(A)(f) at the Malaysian Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed $150,000,000 plus €80,000,000 and additional Indebtedness availability at the German Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed €130,000,000; provided, further, that (i) any such new term Indebtedness at the Malaysian Manufacturing Subsidiary or the German Manufacturing Subsidiary, once all contemplated draw-downs have been made, shall not be increased, but may be extended or refinanced at any time so long as the final maturity thereof is not shortened (except if to a maturity date occurring after the Revolving Termination Date) and any interim amortization is at no time greater than as provided in such new term Indebtedness and (ii) any such new term Indebtedness at the German Manufacturing Subsidiary shall also be subject to the Company and the German Manufacturing Subsidiary, together with the lenders party thereto or an agent or other representative on their behalf, entering into an intercreditor agreement or similar document with the Administrative Agent reasonably acceptable to the Administrative Agent; (g) Guarantee Obligations permitted under Section 7.2(B); and (h) unsecured Indebtedness of First Solar France Manufacturing SAS that is not covered by an explicit Guarantee Obligation by any Group Member (other than a French parent company of First Solar France Manufacturing SAS), incurred pursuant to a joint venture arrangement more fully described to the Administrative Agent and the Lenders in an aggregate principal amount not to exceed €50,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof). For purposes of determining compliance with this Section 7.2(A), the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date that such Indebtedness was incurred. (B) In the case of any Restricted Subsidiary (other than a Domestic Subsidiary Guarantor), create, issue, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligation, except: (a) Guarantee Obligations by any Restricted Subsidiary in respect of the obligations of the Company or any other Restricted Subsidiary; (b) Guarantee Obligations by any Restricted Subsidiary in respect of obligations of any Unrestricted Subsidiary or another Person that is not a Group Member that are recommended as a result of tax savings, Requirement of Law or other reasons in the operation of the business of the Company and its Restricted Subsidiaries and that in each case are reasonably satisfactory to the Administrative Agent; and (c) Guarantee Obligations of any Restricted Subsidiary outstanding on the date hereof and listed on Schedule 7.2(B)(c) and any renewal or extension thereof (including in connection with any refinancing or refunding of the obligations guaranteed).

Indebtedness and Guarantee Obligations. (A) In the case of any Restricted Subsidiary, create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Restricted Subsidiary pursuant to any Loan Document; (b) Indebtedness of any Restricted Subsidiary to the Company or any other Restricted Subsidiary; (c) Indebtedness of any Domestic Subsidiary Guarantor not secured by any Lien on its property; (d) existing Indebtedness of any Restricted Subsidiary listed on Schedule 7.2(A)(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness of any Restricted Subsidiary incurred to finance the construction or acquisition of fixed or capital assets or any data or software in an aggregate principal amount for all Restricted Subsidiaries not to exceed $25,000,000 at any one time outstanding; (f) additional Indebtedness of the any Foreign Subsidiary that is a Restricted Subsidiaries other than the Specified Restricted Subsidiaries incurred to finance the construction or acquisition of new manufacturing facilities and assets relating thereto Subsidiary in an aggregate principal amount, together with (i) the aggregate principal amount of any Indebtedness of the Company secured as permitted under Section 7.3(u) and (ii) the aggregate amount of Guarantee Obligations incurred pursuant to Section 7.2(B)(b), not to exceed $700,000,000 125,000,000 at any one time outstanding; provided that additional Indebtedness availability pursuant to this Section 7.2(A)(f) at the Malaysian Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed $150,000,000 plus €80,000,000 and additional Indebtedness availability at the German Manufacturing Subsidiary shall be limited to term Indebtedness in a principal amount not to exceed €130,000,000; provided, further, that (i) any such new term Indebtedness at the Malaysian Manufacturing Subsidiary or the German Manufacturing Subsidiary, once all contemplated draw-downs have been made, shall not be increased, but may be extended or refinanced at any time so long as the final maturity thereof is not shortened (except if to a maturity date occurring after the Revolving Termination Date) and any interim amortization is at no time greater than as provided in such new term Indebtedness and (ii) any such new term Indebtedness at the German Manufacturing Subsidiary shall also be subject to the Company and the German Manufacturing Subsidiary, together with the lenders party thereto or an agent or other representative on their behalf, entering into an intercreditor agreement or similar document with the Administrative Agent reasonably acceptable to the Administrative Agent; (g) Guarantee Obligations permitted under Section 7.2(B); (h) Indebtedness constituting the pledge of Capital Stock of 8point3 OpCo by the Borrower or any Restricted Subsidiary to secure any 8point3 Facility; and (hi) unsecured Indebtedness of First Solar France Manufacturing SAS that is not covered by an explicit Guarantee Obligation by any Group Member (other than a French parent company of First Solar France Manufacturing SAS), incurred Restricted Subsidiary pursuant to a joint venture arrangement more fully described letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; provided that the aggregate stated or face amount of all letters of credit, bank guarantees and similar instruments issued pursuant to the Administrative Agent this clause (i) and the Lenders in an aggregate principal amount Section 7.2(B)(d) below shall not to exceed €$50,000,000 for all Restricted Subsidiaries outstanding at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof)time. For purposes of determining compliance with this Section 7.2(A), the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date that such Indebtedness was incurred. (B) In the case of any Restricted Subsidiary (other than a Domestic Subsidiary Guarantor), create, issue, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligation, except: (a) Guarantee Obligations by any Restricted Subsidiary in respect of the obligations of the Company or any other Restricted Subsidiary; (b) Guarantee Obligations by any Restricted Subsidiary in respect of obligations of any Unrestricted Subsidiary or another Person that is not a Group Member that are recommended as a result of tax savings, Requirement of Law or other reasons in the operation of the business of the Company and its Restricted Subsidiaries and that in each case are reasonably satisfactory to the Administrative Agent; and; (c) Guarantee Obligations of any Restricted Subsidiary outstanding on the date hereof Closing Date and listed on Schedule 7.2(B)(c) and any renewal or extension thereof (including in connection with any refinancing or refunding of the obligations guaranteed); and (d) Guarantee Obligations by any Restricted Subsidiary pursuant to letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; provided that the aggregate stated or face amount of all letters of credit, bank guarantees and similar instruments issued pursuant to this clause (d) and Section 7.2(A)(i) above shall not exceed $50,000,000 for all Restricted Subsidiaries outstanding at any time.