Common use of Indebtedness of Subsidiaries Clause in Contracts

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of the date of this Agreement that is described on Schedule 10.3 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (c) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (d) Indebtedness of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (d), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of the date of this Agreement Execution Date that is described on Schedule 10.3 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (c) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (d) Indebtedness of a Subsidiary (i) under any Guaranty Agreement and (ii) under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (d), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof,: (i) no Default or Event of Default exists, ; and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of the date of this Agreement that is described on Schedule 10.3 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (c) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (d) Indebtedness of a Subsidiary (i) under any Guaranty Agreement and (ii) under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (d), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof,: (i) no Default or Event of Default exists, ; and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of the date of this Agreement that is described on Schedule 10.3 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (c) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (d) Indebtedness of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (dc), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. The Company Parent will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) The Company’s senior notes outstanding under its Note Purchase Agreement dated as of August 15, 2002, the Notes and Indebtedness incurred from time to time under the Credit Agreements; (b) Indebtedness outstanding as of on the date of this Agreement that is described hereof and listed on Schedule 10.3 5.15 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (bc) Indebtedness owed to the Company Parent or a Wholly Owned Subsidiary, including the Company; (cd) Guaranties by a Subsidiary of Indebtedness of another Subsidiary or by a Subsidiary Guarantor of Indebtedness of the Company or the Parent; (e) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the CompanyCompany or the Parent, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, Subsidiary and (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein;; and (d) Indebtedness of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (ef) Indebtedness not otherwise permitted by the preceding clauses (a) through (de), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter)Worth.

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of on the date of this Agreement hereof that is described on Schedule 10.3 10.4 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (c) Indebtedness of the Obligors outstanding under this Agreement and the Credit Agreement; (d) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (d) Indebtedness of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreement; (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (d), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. The Company Borrower will not at any time permit any Subsidiary, directly or indirectly, of its Subsidiaries to create, incur, assume, guarantee, have outstanding, assume or otherwise become or remain directly or indirectly liable for, suffer to exist any Indebtedness or any preferred stock or other preferred equity interests other than: : (a) Indebtedness outstanding as of in existence on the date of this Agreement that is described hereof and listed on Schedule 10.3 8.08 hereto and any extensionrefinancings, renewalrefundings, refunding renewals or refinancing extensions thereof, ; provided that the principal amount outstanding of such Indebtedness is not increased at the time of such extensionrefinancing, refunding, renewal, refunding or refinancing is not increased; (bi) Guarantees by Subsidiaries of obligations of the Borrower and its Subsidiaries under the Revolver and the 2016 Term Loan Agreement; provided, that the obligations of the Borrower and its Subsidiaries under this Agreement are simultaneously guaranteed by such Subsidiaries under documentation approved in writing by the Administrative Agent and (ii) Guarantees of Indebtedness owed of any Subsidiary to the Company or a Wholly Owned Subsidiary; extent such Indebtedness is otherwise permitted under this Agreement; (cf) Indebtedness of a any Subsidiary outstanding at of the time Borrower as an account party in respect of its acquisition by the Company, provided letters of credit backing obligations that do not constitute Indebtedness; (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (dg) Indebtedness of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party Subsidiaries deemed to an effective Guaranty Agreement; exist in connection with Securitization Transactions otherwise permitted pursuant to Section 8.04(k); and (eh) Indebtedness not otherwise arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business. Notwithstanding the foregoing provisions of this Section, the Borrower’s Subsidiaries may create, incur, assume or suffer to exist Indebtedness (in addition to that permitted by under the preceding clauses (a) through (dh)) in an aggregate principal amount which, provided that immediately before and after giving effect thereto and to together with the application sum, without duplication, of the proceeds thereof, (i) no Default or Event the principal amount of Default exists, and (ii) Priority Debt does not exceed 20% of Consolidated Net Worth (as of the end of the Company’s then most recently completed fiscal quarter).all Securitization Transactions permitted

Indebtedness of Subsidiaries. The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness outstanding as of on the date of this Agreement that is described hereof and listed on Schedule 10.3 5.15 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such extension, renewal, refunding or refinancing is not increased; (b) Industrial revenue bonds, industrial development bonds or similar obligations in an aggregate principal amount outstanding not to exceed $10,000,000; (c) Indebtedness owed to the Company or a Wholly Owned Subsidiary; (cd) Guaranties by a Subsidiary of Indebtedness of another Subsidiary; (e) Indebtedness of a Subsidiary outstanding at the time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, Subsidiary and (ii) at the time of such acquisition and after giving effect thereto, no Default or Event of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (df) Indebtedness Hedging Agreements entered into in the ordinary course of a Subsidiary under a Primary Credit Facility so long as such Subsidiary is a Subsidiary Guarantor party to an effective Guaranty Agreementbusiness for non-speculative purposes; (eg) Liabilities under any letter of credit issued by a financial institution other than a lender under the Credit Agreement in an aggregate amount not to exceed $10,000,000; and (h) Indebtedness not otherwise permitted by the preceding clauses (a) through (df), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) Priority Debt does not exceed 2010% of Consolidated Net Worth Total Assets (determined as of the end of the Company’s then most recently completed fiscal quarter).