Indebtedness of. (A) the Company, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) that was permitted to be incurred by this Indenture pursuant to paragraph (a) of this Section 10.08 or pursuant to this clause (ix) or clauses (ii), (iii) or (xv) of this paragraph (b); and
(B) any Restricted Subsidiary, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness of such Restricted Subsidiary (other than intercompany Indebtedness) that was permitted to be incurred by this Indenture pursuant to paragraph (a) of this Section 10.08 or pursuant to this clause (ix) or clauses (ii), (iii) or (xv) of this paragraph (b); provided, however, that:
(1) the principal amount of Indebtedness incurred pursuant to this clause (ix) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness so refinanced, plus the amount of any accrued and unpaid interest and any premium required to be paid in connection with such refinancing pursuant to the terms of such Indebtedness or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated purchase, plus the amount of expenses in connection therewith; and
(2) in the case of Indebtedness incurred by the Company pursuant to this clause (ix) to refinance Subordinated Indebtedness, such Indebtedness;
Indebtedness of a Borrower to a Borrower or a Wholly Owned Subsidiary and of a Wholly Owned Subsidiary to a Borrower or any other Wholly Owned Subsidiary;
Indebtedness of a Person which becomes a Subsidiary after the date hereof or is merged with or into a Subsidiary after the date hereof, in an aggregate principal amount for all Subsidiaries not to exceed $20,000,000 at any time outstanding (exclusive of Indebtedness incurred under this Agreement or under the Revolving Credit Agreement to refinance any such Indebtedness of such Person); provided that (i) such Indebtedness existed at the time such Person became or was merged with or into a Subsidiary and was not created in anticipation thereof, (ii) immediately after giving effect to the acquisition of such Person by the Borrower or one of its Subsidiaries, no Default shall have occurred and be continuing, (iii) such Indebtedness is not revolving Indebtedness, (iv) the aggregate collateral value of the assets, if any, securing such Indebtedness, reasonably determined by the Borrower, is not in excess of the principal amount of such Indebtedness and (v) the covenants and events of default in the documentation governing such Indebtedness are not more restrictive in any material respect than the covenants and Events of Default hereunder;
Indebtedness of the Borrower to a Subsidiary of the Borrower so long as (i) such Indebtedness is subordinated to the Obligations pursuant to the terms of the subordination agreement attached hereto as Exhibit I ------- - and (ii) such Indebtedness complies with the applicable provisions of the Senior Notes Indenture and the Discount Notes Indenture relating to intercompany debt limitations;
Indebtedness of a Person existing at the time such Person becomes a Subsidiary of Solera or the Issuer; provided that any Indebtedness was not incurred in contemplation thereof;
Indebtedness of a Borrower to any other Borrower or to a Guarantor or of a Guarantor to another Guarantor; and
Indebtedness of a Person that becomes a Subsidiary of the Borrower after the date hereof, Indebtedness secured by property or assets acquired by any Subsidiary after the date hereof, Indebtedness assumed in connection with acquisitions of assets permitted by subsection 7.10(g) and any Indebtedness incurred to refinance any such Indebtedness previously referred to in this paragraph, provided that (i) such Indebtedness existed at the time such Person became a Subsidiary or such property or assets were acquired, as the case may be, and was not created in anticipation thereof or such Indebtedness is created to refinance any such existing Indebtedness and does not increase the outstanding principal amount thereof, (ii) any such refinanced Indebtedness is payable with interest and fees at rates consistent with those prevailing in the relevant market at the time of issuance (as determined in good faith by the Borrower), (iii) the other terms and conditions of any such refinanced Indebtedness referred to in this paragraph, taken as a whole, including, without limitation, the covenants, default provisions and representations and warranties, are not more restrictive than the terms and conditions of this Agreement (as determined in good faith by the Borrower), provided that nothing in this clause shall be deemed to prevent such Indebtedness from being secured by Liens permitted by subsection 7.3(g), and (iv) immediately after giving effect to the acquisition of such Person, property or assets or such refinancing, as the case may be, no Default or Event of Default shall have occurred and be continuing;
Indebtedness of a Borrower or a Subsidiary of a Borrower in respect of hedge agreements entered into by such Person with the purpose and effect of fixing interest rates on a principal amount of Indebtedness of such Person that is accruing interest at a variable rate, provided that each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who at the time the contract is made has long-term obligations rated A or Aa3 or better, respectively, by S&P and Xxxxx’x;
Indebtedness of. (i) any Guarantor Subsidiary to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary, in each case to the extent permitted by Section 6.7(d) or (g); provided, (A) all such Indebtedness shall be evidenced by an Intercompany Note and all such Intercompany Notes shall be subject to a First Priority security interest in favor of Collateral Agent pursuant to the Pledge and Security Agreement, (B) all such Indebtedness shall be unsecured and subordinated in right of payment (on terms and conditions satisfactory to Administrative Agent) to the payment in full of the Obligations pursuant to the terms of any applicable Intercompany Note, and (C) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Parent or to any of its Subsidiaries for whose benefit such payment is made;
(ii) any Controlled Group Member that is not a Credit Party to any Credit Party, in each case to the extent an Investment in such Group Member is to facilitate an expenditure permitted to be made pursuant to Section 5.20; provided (A) all such Indebtedness shall be evidenced by promissory notes, (B) to the extent not restricted by any Contractual Obligation, if requested by Administrative Agent, all such Indebtedness shall be secured by substantially all of the assets of such Controlled Group Member pursuant to the terms of any applicable Intercompany Notes or such other security documentation as may be reasonably requested by Administrative Agent and (C) such notes and security documents shall be subject to a First Priority security interest pursuant to the Pledge and Security Agreement;
(iii) any Controlled Group Member that is not a Credit Party to any other Controlled Group Member that is not a Credit Party; and
(iv) the type described in the foregoing subclauses (i), (ii) and (iii), to the extent outstanding on the Closing Date (irrespective of whether such Indebtedness satisfies the requirements of such subclauses);
Indebtedness of. REPRESENTATIVE Lincoln National shall have first lien on all service fees and other compensation payable hereunder for any debt due from the representative to Lincoln National or any of its affiliates, including charges relating to certain cancellations, rejections, or reissues of contracts, Lincoln National may at this time deduct or set off from any moneys payable under this agreement, or from any other source, any such debt or debts at the legal rate. This lien shall not be extinguished by the termination of the representative's authority. This provision shall not be construed in any way to limit any indebtedness of the representative to the value of the service fees and other compensation payable under this agreement. In the event of the termination of the representative's authority, the unpaid balance of the representative's indebtedness shall be immediately due and payable without demand or notice.
