Common use of Indebtedness of the Borrower Clause in Contracts

Indebtedness of the Borrower. The Borrower shall not, and ---------------------------- shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) Indebtedness arising under this Agreement, the Notes and the other Loan Documents; (b) Accounts payable, subscriber deposits, accrued expenses and customer advance payments incurred in the ordinary course of business, which are (1) current or (2) being contested in good faith by appropriate proceedings and for which the Borrower or any of its Subsidiaries, as the case may be, has established adequate reserves on its respective books; (c) Capitalized Lease Obligations in an amount not in excess of $3,000,000 in the aggregate; (d) Accrued but unpaid management fees and financial advisory fees and any interest thereon due pursuant to the Management Agreement and the Financial Advisory Agreement, respectively, subject to the terms of the Subordination of Management and Financial Advisory Fees Agreement; (e) Any other Indebtedness (including, without limitation, Indebtedness secured by Permitted Liens) in an aggregate outstanding principal amount at any time not to exceed $5,000,000; (f) Obligations under Interest Rate Hedge Agreements; and (g) Indebtedness arising under payment and performance bonds and letters of credit issued for the Borrower's account, or the account of a Subsidiary of the Borrower, in the ordinary course of the Borrower's or such Subsidiary's business in favor of the grantors of the Licenses and the Pole Agreements, in an aggregate amount not to exceed $3,000,000.

Indebtedness of the Borrower. The Borrower shall not, and ---------------------------- shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, and shall not permit any Restricted Subsidiary to create, assume, incur or otherwise become or remain obligated in respect of any Indebtedness exceptfor Money Borrowed except that the Borrower and its Restricted Subsidiaries may incur the following additional Indebtedness for Money Borrowed: (a) Indebtedness arising under this Agreement, the Notes Agreement and the other Loan DocumentsNotes; (b) Accounts payable, subscriber deposits, accrued expenses and customer advance payments incurred in the ordinary course of business, which are (1) current or (2) being contested in good faith by appropriate proceedings and for which the Borrower or any of its Subsidiaries, as the case may be, has established adequate reserves on its respective books; (c) Capitalized Lease Obligations in an aggregate amount (together with all other Indebtedness for Money Borrowed permitted under Sections 7.1(d) and (g) hereof and all Guaranties permitted under Section 7.6(c) hereof) not in excess of $3,000,000 in the aggregate50,000,000 at any one time outstanding; (d) Accrued but unpaid Indebtedness secured by Permitted Liens which, with respect to Indebtedness described in clause (i) of the definition of Permitted Liens, does not exceed when added to all Indebtedness for Money Borrowed incurred pursuant to Sections 7.1(c) and (g) hereof and Guaranties permitted under Section 7.6(c) hereof, $50,000,000 at any time outstanding; (e) accrued management fees and financial advisory fees and any interest thereon due to the Manager pursuant to the Management Partnership Agreement and the Financial Advisory Agreement, respectively, subject to the terms of this Agreement or other accrued or unpaid fees and interest thereon to the Subordination of Management and Financial Advisory Fees Agreement; (e) Any other Indebtedness (including, without limitation, Indebtedness secured by Permitted Liens) in an aggregate outstanding principal amount at any time not extent permitted to exceed $5,000,000be incurred hereunder; (f) Obligations Indebtedness under Interest Rate Hedge Agreements; and (g) Indebtedness arising under payment Agreements which are entered into for purposes of hedging interest rate or currency risk and performance bonds and letters of credit issued not for the Borrower's account, or the account of a Subsidiary of the Borrower, in the ordinary course of the Borrower's or such Subsidiary's business in favor of the grantors of the Licenses and the Pole Agreements, in an aggregate amount not to exceed $3,000,000.speculative purposes;

Indebtedness of the Borrower. The Borrower shall not---------------------------- not create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, and ---------------------------- shall not permit any of its Subsidiaries to, Consolidated Entities or Unconsolidated Entities to create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except:except (which in each case shall be subject to compliance with Section 7.8 hereof both before and after giving effect to such Indebtedness): (a) Indebtedness arising under this Agreement, the Notes and the other Loan Documents; (b) Accounts Trade accounts payable, subscriber depositsaccrued expenses, accrued expenses and customer advance payments payments, contractual obligations to suppliers, customers, tenants and contractors incurred in the ordinary course of business or in conjunction with asset purchases, and other current liabilities (other than Indebtedness for Money Borrowed) incurred in the ordinary course of business, which are (1) current or (2) being contested in good faith by appropriate proceedings and for which the Borrower or any of its Subsidiaries, as the case may be, has established adequate reserves on its respective books; (c) Capitalized Lease Obligations in an amount not in excess of $3,000,000 in the aggregateIndebtedness secured by Permitted Liens; (d) Accrued but unpaid management fees and financial advisory fees and any interest thereon due pursuant Indebtedness not to the Management Agreement and the Financial Advisory Agreement, respectively, subject to the terms exceed $200,000,000 of the Subordination Wildwood Associates (exclusive of Management and Financial Advisory Fees AgreementIndebtedness permitted under Section 7.1(c) hereof); (e) Any Indebtedness of the Borrower pursuant to the Underlying CSC Note; (f) Indebtedness to the Xxxxxxx interests not to exceed $280,000 in the aggregate outstanding from time to time; (g) Indebtedness between or among the Combined Parties; (h) Indebtedness undertaken in connection with the issuance of payment and performance bonds or other Indebtedness (including, without limitation, Indebtedness secured by Permitted Liens) similar surety bonds in an aggregate outstanding principal amount outstanding at any time not to exceed $5,000,000; (f) Obligations under Interest Rate Hedge Agreements15,000,000; and (gi) Indebtedness arising attributable to Guaranties permitted under payment and performance bonds and letters of credit issued for the Borrower's account, or the account of a Subsidiary of the Borrower, in the ordinary course of the Borrower's or such Subsidiary's business in favor of the grantors of the Licenses and the Pole Agreements, in an aggregate amount not to exceed $3,000,000Section 7.6 hereof.

Indebtedness of the Borrower. The Borrower shall not, and ---------------------------- shall not permit any cause each of its Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) Indebtedness arising under this Agreement, the Notes and the other Loan DocumentsDocuments including, without limitation, reimbursement obligations with respect to Letters of Credit; (b) Accounts payable, subscriber deposits, accrued expenses and expenses, customer advance payments and other current liabilities (other than for money borrowed) incurred in the ordinary course of business, which are (1) current or (2) being contested in good faith by appropriate proceedings and for which the Borrower or any of its Subsidiaries, as the case may be, has established adequate reserves on its respective books; (c) An amount not to exceed $4,000,000 in the aggregate for the Borrower on a consolidated basis with its Subsidiaries at any time consisting of (i) Capitalized Lease Obligations in an amount and Indebtedness for Money Borrowed (other than the Obligations) (whether or not in excess secured) outstanding as of $3,000,000 in the aggregateAgreement Date listed on Schedule 12 attached hereto, and (ii) other Capitalized Lease Obligations and Indebtedness for Borrowed Money (whether or not secured); (d) Accrued but unpaid Current and deferred management fees and financial advisory fees and other expenses, together with any interest thereon thereon, due pursuant to the Management Agreement and the Financial Advisory Agreement, respectively, subject to the terms of the Management Agreement and subject to the Subordination and Assignment of Management and Financial Advisory Fees Agreement; (e) Any other Indebtedness (includingpermitted pursuant to Section 7.2(a) or Section 7.6 hereof; General Communication, without limitation, Indebtedness secured by Permitted Liens) in an aggregate outstanding principal amount at any time not to exceed $5,000,000;Inc. - Form 8-K Page 210 (f) Obligations Indebtedness incurred in order to prevent the occurrence of a Default under Interest Rate Hedge Agreements; andSection 8.1(d) hereof as permitted thereby, subject to the terms and conditions of a subordination agreement in the form attached hereto as Exhibit Q; (g) Indebtedness arising under payment and performance bonds and letters of credit issued for the Borrower's account, or the account of a Subsidiary of the Borrower, Interest Hedge Agreements entered into in the ordinary course satisfaction of the Borrower's or such Subsidiary's business in favor of the grantors of the Licenses and the Pole Agreements, in an aggregate amount not to exceed $3,000,000obligations under Section 5.14(a) hereof; and (h) Investments permitted hereunder that also constitute Indebtedness.

Indebtedness of the Borrower. The Borrower shall not, and ---------------------------- shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, and the Borrower shall not permit any of its Subsidiaries to create, assume, incur or otherwise become or remain, obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) Indebtedness arising under this Agreement, the Notes and the other Loan Documents; (b) Accounts Trade accounts payable, subscriber depositsaccrued expenses, accrued expenses and customer advance payments payments, contractual obligations to suppliers, customers, tenants and contractors incurred in the ordinary course of business, which are and other current liabilities (1other than Indebtedness for Money Borrowed) current or (2) being contested incurred in good faith by appropriate proceedings and for which the Borrower or any ordinary course of its Subsidiaries, as the case may be, has established adequate reserves on its respective booksbusiness; (c) Capitalized Lease Obligations in an amount not in excess of $3,000,000 in the aggregateIndebtedness secured by Permitted Liens; (d) Accrued but unpaid management fees and financial advisory fees and any interest thereon due pursuant to the Management Agreement and the Financial Advisory Agreement, respectively, subject to the terms Indebtedness existing as of the Subordination of Management and Financial Advisory Fees AgreementAgreement Date as described on Schedule 3 attached hereto; (e) Any other Indebtedness (includingrenewing, without limitationextending or refinancing on a Nonrecourse basis of any Indebtedness permitted hereunder, Indebtedness secured by Permitted Liens) in an aggregate outstanding if the original principal amount at any time of the Indebtedness is not to exceed $5,000,000increased; (f) Obligations Indebtedness permitted under Interest Rate Hedge AgreementsSections 7.2 and 7.6 hereof; (g) other property-specific long-term (having a term of more than 5 years) Indebtedness on a Nonrecourse basis; and (gh) any other Indebtedness arising under payment on terms and performance bonds and letters of credit issued for conditions satisfactory to the Borrower's account, or the account of a Subsidiary Administrative Agent with prior written consent of the Borrower, in the ordinary course of the Borrower's or such Subsidiary's business in favor of the grantors of the Licenses and the Pole Agreements, in an aggregate amount not to exceed $3,000,000Majority Banks.