Common use of Indebtedness, etc Clause in Contracts

Indebtedness, etc. OF THE PARENT. The Parent will not at any time before the 1993 Warrant Provisions Termination Date create, incur, assume or suffer to exist any Indebtedness of the Parent for borrowed money (including, without, limitation, any Guaranty by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for the third-party benefit of the holders of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants shall be available exclusively for purposes of prepayment of the Notes pursuant to Section 4.4 of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreement, or otherwise become bound by the provisions of any agreement, instrument or other document, that restricts the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Credit Agreement as in effect on the Closing Date and as the Senior Credit Agreement (other than Section 6.5 of the Senior Credit Agreement, as in effect on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4.

Indebtedness, etc. OF THE PARENT. The Parent will not at any time before (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the 1993 Warrant Provisions Termination Date create, incur, assume Agents such that there exists no default or suffer to exist any Indebtedness of the Parent for borrowed money potential default (including, without, limitation, any Guaranty by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for the third-party benefit of the holders of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants shall be available exclusively for purposes of prepayment the consummation of the Notes pursuant Summersun Acquisition) with respect to Section 4.4 such Indebtedness or under any note, evidence of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreementindebtedness, or otherwise become bound by the provisions capital lease, mortgage, deed of any agreementtrust, instrument security document or other documentagreement relating to such Indebtedness and such indentures, that restricts notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of the Parent Holdings or any of its Subsidiaries to satisfy its obligation, pursuant to Section 4.4, to make grant any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose Lien in favor of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Credit Agreement as in effect on the Closing Date and as the Senior Credit Agreement Banks (other than Section 6.5 in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Senior Credit AgreementSummersun Acquisition Closing Date which remains outstanding after giving effect to the Summersun Acquisition and the making of the Summersun Term A Loans and the Summersun Term B Loans, the extent to which any Indebtedness of Summersun remains outstanding as Indebtedness of the Borrower after giving effect to the Summersun Acquisition and the making of the Summersun Term A Loans and Summersun Term B Loans shall, in effect each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Summersun Acquisition Closing Date is being paid with the proceeds of the Summersun Term A Loans and Summersun Term B Loans made on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4date hereof.

Indebtedness, etc. OF THE PARENT. The Parent will not at any time before (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the 1993 Warrant Provisions Termination Date create, incur, assume Agents such that there exists no default or suffer to exist any Indebtedness of the Parent for borrowed money potential default (including, without, limitation, any Guaranty by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for the third-party benefit of the holders of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants shall be available exclusively for purposes of prepayment the consummation of the Notes pursuant Oda Acquisition) with respect to Section 4.4 such Indebtedness or under any note, evidence of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreementindebtedness, or otherwise become bound by the provisions capital lease, mortgage, deed of any agreementtrust, instrument security document or other documentagreement relating to such Indebtedness and such indentures, that restricts notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of the Parent Holdings or any of its Subsidiaries to satisfy its obligation, pursuant to Section 4.4, to make grant any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose Lien in favor of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Credit Agreement as in effect on the Closing Date and as the Senior Credit Agreement Banks (other than Section 6.5 in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Senior Credit AgreementOda Acquisition Closing Date which remains outstanding after giving effect to the Oda Acquisition and the making of the Oda Term A Loans and the Oda Term B Loans, the extent to which any Indebtedness of Xxx remains outstanding as Indebtedness of the Borrower after giving effect to the Oda Acquisition and the making of the Oda Term A Loans and Oda Term B Loans shall, in effect each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Oda Acquisition Closing Date is being paid with the proceeds of the Oda Term A Loans and Oda Term B Loans made on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4date hereof.

Indebtedness, etc. OF THE PARENT. The Parent will not at any time before (i) Each Credit Party shall have received all necessary consents or waivers or shall have amended, supplemented or otherwise modified, repaid or defeased its outstanding Indebtedness in a manner and on terms satisfactory to the 1993 Warrant Provisions Termination Date create, incur, assume Agents such that there exists no default or suffer to exist any Indebtedness of the Parent for borrowed money potential default (including, without, limitation, any Guaranty by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for the third-party benefit of the holders of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants shall be available exclusively for purposes of prepayment the con summation of the Notes pursuant Texas Acquisitions) with respect to Section 4.4 such Indebtedness or under any note, evidence of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreementindebtedness, or otherwise become bound by the provisions capital lease, mortgage, deed of any agreementtrust, instrument security document or other documentagreement relating to such Indebtedness and such indentures, that restricts notes, evidences of indebtedness, capital lease mortgages, deeds of trust or other agreements relating to such Indebtedness shall not contain (i) any restriction on the ability of the Parent Holdings or any of its Subsidiaries to satisfy its obligation, pursuant to Section 4.4, to make grant any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose Lien in favor of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Credit Agreement as in effect on the Closing Date and as the Senior Credit Agreement Banks (other than Section 6.5 in the case of Capital Leases, or purchase money debt (excluding Real Property leases), a Lien on the property financed thereby) or any financial covenants or tests applicable to Holdings or any of its Subsidiaries. (ii) The terms and conditions of any Indebtedness of Holdings and its Subsidiaries as of the Senior Credit AgreementTexas Acquisition Closing Date which remains outstanding after giving effect to the Texas Acquisitions and the making of the Texas Term B Loans, the extent to which any Indebtedness of any of Xxxxxx, Plants, Xxxxx or Holiday remains outstanding as Indebtedness of the Borrower, Lone Star or Xxxxxx after giving effect to the Texas Acquisitions and the making of the Texas Term B Loans and the Acquisition Term Loans shall, in effect each case, be reasonably acceptable to the Agents. The Administrative Agent shall have received evidence satisfactory to it that the Indebtedness reflected on Schedule A hereto as being paid as of the Texas Acquisition Closing Date is being paid with the proceeds of the Acquisition Term Loans and the Texas Term B Loans made on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4date hereof.

Indebtedness, etc. OF THE PARENTOn the Effective Date, the Parent Borrower and its Subsidiaries shall have no outstanding preferred stock or Indebtedness after giving effect to this Agreement except (w) intercompany indebtedness, (x) the Obligations, (y) Indebtedness set forth on Annex V and (z) Indebtedness (on an individual basis) which has an outstanding principal balance of less than $15,000,000. The Parent will not at On or prior to the Effective Date, (i) the Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated (including all commitments thereunder) and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. In connection with the evidence referred to in the preceding sentence, each Lender hereto and also a party to the Existing Credit Agreement hereby waives any time before requirement under the 1993 Warrant Provisions Termination Date create, incur, assume or suffer to exist any Indebtedness Existing Credit Agreement that the Borrowers provide notice of the Parent for borrowed money cancellation or termination of any commitment outstanding thereunder prior to the Effective Date and that payment of any fees under the Existing Credit Agreement on the Effective Date be received on or prior to 11 A.M. (includingNew York time). On the Effective Date, withoutthe Letters of Credit outstanding under the Existing Credit Agreement shall continue to be outstanding (and shall be deemed to be issued) under this Agreement and shall be deemed to be Fronted Letters of Credit or Non-Fronted Letters of Credit, limitationas the case may be, any Guaranty governed by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for this Agreement and the third-party benefit terms of this Agreement will also govern the rights of the holders Borrowers, the Issuing Agent, the Issuing Lenders, the Lenders, the Original Lenders and the Existing Issuing Lenders with respect thereto. In connection therewith, each Lender hereto and also a party to the Existing Credit Agreement hereby acknowledges and agrees that each such Letter of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants Credit shall be available exclusively deemed terminated for purposes of prepayment of the Notes pursuant to Section 4.4 of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreement, or otherwise become bound by the provisions of any agreement, instrument or other document, that restricts the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Existing Credit Agreement as in effect on the Closing Date and as the Senior any related Existing Credit Agreement (other than Section 6.5 of the Senior Credit Agreement, as in effect on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4Document.

Indebtedness, etc. OF THE PARENTOn the Effective Date, the Parent Borrower and its Subsidiaries shall have no outstanding preferred stock or Indebtedness after giving effect to this Agreement and the incurrence of any Revolving Loans except (w) intercompany indebtedness permitted pursuant to Section 8.04(b)(ii) hereof, (x) the Obligations, (y) Indebtedness set forth on Annex V and (z) Indebtedness (on an individual basis) which has an outstanding principal balance of less than $15,000,000. The Parent will not at On or prior to the Effective Date, (i) the Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated (including all commitments thereunder) and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. In connection with the evidence referred to in the preceding sentence, each Lender hereto and also a party to the Existing Credit Agreement hereby waives any time before requirement under the 1993 Warrant Provisions Termination Date create, incur, assume or suffer to exist any Indebtedness Existing Credit Agreement that the Borrowers provide notice of the Parent for borrowed money cancellation or termination of any commitment outstanding thereunder prior to the Effective Date. On the Effective Date, the Letters of Credit outstanding under the Existing Credit Agreement shall continue to be outstanding (including, without, limitation, any Guaranty and shall be deemed to be issued) under this Agreement and shall be deemed to be Tranche 1 Non-Fronted Letters of Credit governed by the Parent of Indebtedness for borrowed money), if the principal amount of such Indebtedness for borrowed money equals or exceeds $1,000,000, unless the terms of such Indebtedness expressly provide, for this Agreement and the third-party benefit terms of this Agreement will also govern the rights of the holders Borrowers, the Issuing Agent, the Issuing Lenders, the Lenders and the Original Lenders with respect thereto. In connection therewith, each Lender hereto and also a party to the Existing Credit Agreement hereby acknowledges and agrees that each such Letter of the Notes, that any and all 1993 Warrant Exercise Net Proceeds Amounts realized by or on behalf of the Parent as a result of any exercise of 1993 Warrants Credit shall be available exclusively deemed terminated for purposes of prepayment of the Notes pursuant to Section 4.4 of the Note and Stock Purchase Agreements. In no event will the Parent at any time before the 1993 Warrant Provisions Termination Date enter into any agreement, or otherwise become bound by the provisions of any agreement, instrument or other document, that restricts the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4. For the purposes of the foregoing, the Senior Existing Credit Agreement as in effect on the Closing Date and as the Senior any related Existing Credit Agreement (other than Section 6.5 of the Senior Credit Agreement, as in effect on the Closing Date) may be amended in accordance with Section 7.2, and the Parent's Guaranty of the Company's Indebtedness under the Senior Credit Agreement as such Guaranty is in effect on the Closing Date, shall not be deemed to breach this Section 7.13; the Chattanooga Mortgage shall not be deemed to breach this Section 7.13 so long as it does not restrict the ability of the Parent to satisfy its obligation, pursuant to Section 4.4, to make any 1993 Warrant Exercise Net Proceeds Amount available solely for the purpose of the prepayment of Notes by the Company in accordance with Section 4.4Document.