Common use of Indebtedness of Subsidiaries Clause in Contracts

Indebtedness of Subsidiaries. The Company will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness or any preferred stock or other preferred equity interests other than: (a) Indebtedness in existence on the date hereof and listed on Schedule 8.08 hereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension, except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (b) Indebtedness of any Subsidiary to the Company or any other Subsidiary; (c) Indebtedness of any Person that becomes a Subsidiary of the Company (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, in each case, after the date hereof; provided that such Indebtedness is in existence at the time such Person becomes a Subsidiary of the Company (or is so merged or consolidated) or such assets are acquired and is not created in anticipation thereof, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within one year after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such real and/or tangible personal Property, and any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (e) (i) Guarantees by Subsidiaries of obligations of the Company and its Subsidiaries under the 2016 Term Loan Agreement or the 2017 Term Loan Agreement; provided, that the obligations of the Company and its Subsidiaries under this Agreement are simultaneously

Indebtedness of Subsidiaries. The Company will Borrower shall not permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist any Indebtedness or any preferred stock or other preferred equity interests other thanIndebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; provided, however, that any Indebtedness of Intermediate Guarantor owed to another Subsidiary shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in existence on right of payment to its obligations under the date hereof and listed on Schedule 8.08 hereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension, except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewithGuaranty Agreement; (b) Indebtedness of any Subsidiary to the Company or any other Subsidiaryobligations under Swap Contracts; (c) Indebtedness existing at the time of acquisition of any Person that becomes new Subsidiary by the Borrower or by a then-existing Subsidiary of the Company (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, in each case, after the date hereofBorrower; provided that such Indebtedness is was not incurred in contemplation of, and was in existence at prior to, such acquisition and that neither the time Borrower nor any other Subsidiary of the Borrower has any liability under such Person becomes Indebtedness (other than a Subsidiary of any Person so acquired); (d) guaranty by Intermediate Guarantor of the Borrower’s Indebtedness or Parent Guarantor’s indebtedness under the Parent Guarantor Credit Agreement; (e) Indebtedness of Guardian Pipeline, L.L.C. (“Guardian”) pursuant to the Master Shelf Agreement, dated as of November 8, 2001, among Guardian, Prudential Insurance Company (of America and the other parties thereto, as amended from time to time, together with any renewals, extensions or is so merged or consolidated) or such assets are acquired and is not created in anticipation thereof, and any refinancings, refundings, renewals or extensions refinancings thereof, provided that the amount of such Indebtedness any renewal, extension or refinancing thereof is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within one year after such acquisition or the completion of such construction or improvement and greater than the principal amount of the Indebtedness being renewed, extended or refinanced, and does not shorten the weighted average life to maturity of such Indebtedness; and (f) Indebtedness of Subsidiaries (excluding Indebtedness otherwise permitted in this Section 7.03) which does not exceed the cost of acquiring, constructing or improving such real and/or tangible personal Property, and at any refinancings, refundings, renewals, amendments or extensions thereof, provided that the time an aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount outstanding equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; fifteen percent (e15%) (i) Guarantees by Subsidiaries of obligations of the Company and its Subsidiaries under the 2016 Term Loan Agreement or the 2017 Term Loan Agreement; provided, that the obligations of the Company and its Subsidiaries under this Agreement are simultaneouslyConsolidated Net Tangible Assets. 7.04

Indebtedness of Subsidiaries. The Company will not permit Permit any Subsidiary of its Subsidiaries the Borrower to create, incur, assume or suffer to exist any Indebtedness or any preferred stock or other preferred equity interests other thanIndebtedness, except: (a) Indebtedness in existence on under the date hereof and listed on Schedule 8.08 hereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension, except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewithLoan Documents; (b) Guarantees in respect of Indebtedness otherwise permitted hereunder of any Subsidiary to the Company or any other SubsidiaryBorrower; (c) Indebtedness of any Person that becomes a Subsidiary of the Company (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of any Person that is assumed owed by any Subsidiary in connection with an acquisition of assets by such to (i) the Borrower, or (ii) another Subsidiary, in each case, after the date hereof; provided that if such Subsidiary to whom such Indebtedness is in existence at the time such Person becomes a Subsidiary of the Company (or is so merged or consolidated) or such assets are acquired and owed is not created in anticipation thereofa Guarantor, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of then such Indebtedness is not increased at (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the time of such refinancing, refunding, renewal or extension except by an amount equal Obligations pursuant to any premium or other amount paid, and fees and expenses incurred, in connection therewithterms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness of any Subsidiary incurred to finance the acquisitionpermitted by Section 7.01(h); and (e) unsecured Indebtedness, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that (i) both before and after such Indebtedness is created, incurred prior to or within one year after such acquisition assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the completion of such construction or improvement and the aggregate outstanding principal amount of such Indebtedness does for all Subsidiaries taken together shall not exceed the cost at any time an amount equal to 10% of acquiring, constructing or improving such real and/or tangible personal Property, and any refinancings, refundings, renewals, amendments or extensions thereofConsolidated Net Worth. (f) secured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness is for all Subsidiaries taken together shall not increased exceed at the any time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (e) (i) Guarantees by Subsidiaries 5% of obligations of the Company and its Subsidiaries under the 2016 Term Loan Agreement or the 2017 Term Loan Agreement; provided, that the obligations of the Company and its Subsidiaries under this Agreement are simultaneouslyConsolidated Net Worth. 7.04

Indebtedness of Subsidiaries. The Company Borrower will not permit any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness or any preferred stock or other preferred equity interests other than: (a) Indebtedness in existence on the date hereof and listed on Schedule 8.08 hereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension, except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (b) Indebtedness of any Subsidiary to the Company Borrower or any other Subsidiary; (c) Indebtedness of any Person that becomes a Subsidiary of the Company Borrower (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, in each case, after the date hereof; provided that such Indebtedness is in existence at the time such Person becomes a Subsidiary of the Company Borrower (or is so merged or consolidated) or such assets are acquired and is not created in anticipation thereof, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within one year after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such real and/or tangible personal Property, and any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection therewith; (e) (i) Guarantees by Subsidiaries of obligations of the Company and its Subsidiaries under the 2016 Term Loan Agreement or the 2017 Term Loan Agreement; provided, that the obligations of the Company and its Subsidiaries under this Agreement are simultaneouslyconnection