Common use of Indebtedness Restriction Clause in Contracts

Indebtedness Restriction. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist, any Indebtedness other than: (a) Indebtedness of the Borrowers and the Guarantors under the Loan Documents; (b) Indebtedness of the Borrowers or their Subsidiaries in respect of any Derivatives permitted by Section 6.03; (c) Indebtedness existing on the Execution Date and described on Schedule 6.01; (d) subject to the limitations of Section 6.07, unsecured Indebtedness owing to a Borrower by any of its Subsidiaries or owing by a Borrower to any of its Subsidiaries, provided any such Indebtedness in excess of $5,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent, and shall be pledged to the Administrative Agent for the benefit of the Banks as security for the Obligations; (e) Other Indebtedness of up to $2,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereof; (f) Other unsecured Indebtedness consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereof; (g) Other unsecured Indebtedness (contingent or direct) not to exceed $5,000,000 outstanding at any one time in respect of letters of credit issued for the account of any of the Credit Parties in the conduct of their business in the ordinary course and any Guaranties thereof; and (h) Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Execution Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (i) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (ii) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time.

Indebtedness Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist, any Indebtedness other than: (a) Indebtedness of the Borrowers Borrower and the Guarantors under the Loan Documents; (b) Indebtedness of the Borrowers Borrower or their its Subsidiaries in respect of any Derivatives permitted by Section 6.03; (c) Non-Recourse Indebtedness existing in an aggregate amount not to exceed $200,000,000, so long as no Default exists on the Execution Date date such Non-Recourse Indebtedness is created, incurred or assumed and described on Schedule 6.01the Borrower has given the Administrative Agent prior written notice thereof (accompanied by supporting documentation) that such Indebtedness constitutes NonRecourse Indebtedness; (d) subject unsecured Indebtedness of the Borrower so long as (i) such Indebtedness is not owing to any Subsidiary of the Borrower, (ii) the terms of such Indebtedness do not require any principal payment or sinking fund payment on or prior to 90 days after the Maturity Date, (iii) such Indebtedness is subordinated to the limitations Obligations on terms reasonably acceptable to the Majority Banks, (iv) the aggregate principal amount of such Indebtedness does not exceed $100,000,000 minus the aggregate amount of any Preferred Stock issued by the Borrower pursuant to Section 6.076.08(d), and (v) no Default exists on the date such unsecured Indebtedness owing to a Borrower by any of its Subsidiaries is created, incurred or owing by a Borrower to any of its Subsidiaries, provided any such Indebtedness in excess of $5,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent, and shall be pledged to the Administrative Agent for the benefit of the Banks as security for the Obligationsassumed; (e) Other unsecured Indebtedness owing by the Borrower to any of up the Guarantors, so long as such Indebtedness is subordinated to $2,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereofthe Obligations on terms reasonably acceptable to the Administrative Agent; (f) Other unsecured Indebtedness consisting owing to the Borrower by any Guarantor or any other Subsidiary to the extent such Indebtedness is permitted by Section 6.10(i) and Section 6.10(k) (g) Indebtedness of funded debt Borrower and its Subsidiaries in the form of money market lines of credit or similar arrangements aggregate amount not to exceed $5,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereof; (g) Other unsecured 10,000,000 in addition to all other Indebtedness (contingent or direct) not to exceed $5,000,000 outstanding at any one time in respect of letters of credit issued for the account of any of the Credit Parties in the conduct of their business in the ordinary course and any Guaranties thereofpermitted by this Section 6.01; and (h) Indebtedness in existence (but not incurred or created of the Guarantors in connection with any guarantees in favor of any protection and indemnity or war risk associations to the extent such acquisitionguarantees are required under Clause 5.01(i) on the date on which a Person is acquired (after the Execution Date) by the Parent or of any of its Subsidiaries and for which Indebtedness: (i) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (ii) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one timeFleet Mortgage.

Indebtedness Restriction. Each The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist, any Indebtedness other than: (a) Indebtedness of the Borrowers Borrower and the Guarantors under the Loan Documents; (b) Indebtedness of the Borrowers Borrower or their its Subsidiaries in respect of any Derivatives permitted by Section 6.03; (c) Non-Recourse Indebtedness existing in an aggregate amount not to exceed $100,000,000, so long as no Default exists on the Execution Date date such Non-Recourse Indebtedness is created, incurred or assumed and described on Schedule 6.01the Borrower has given the Agent prior written notice thereof (accompanied by supporting documentation) that such Indebtedness constitutes Non-Recourse Indebtedness; (d) subject unsecured Indebtedness of the Borrower so long as (i) such Indebtedness is not owing to any Subsidiary of the Borrower, (ii) the terms of such Indebtedness do not require any principal payment or sinking fund payment on or prior to 90 days after the Maturity Date, (iii) such Indebtedness is subordinated to the limitations Obligations on terms reasonably acceptable to the Majority Banks, (iv) the aggregate principal amount of such Indebtedness does not exceed $100,000,000 minus the aggregate amount of any Preferred Stock issued by the Borrower pursuant to Section 6.076.08(d), and (v) no Default exists on the date such unsecured Indebtedness owing to a Borrower by any of its Subsidiaries is created, incurred or owing by a Borrower to any of its Subsidiaries, provided any such Indebtedness in excess of $5,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent, and shall be pledged to the Administrative Agent for the benefit of the Banks as security for the Obligationsassumed; (e) Other unsecured Indebtedness owing by the Borrower to any of up the Guarantors, so long as such Indebtedness is subordinated to $2,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereofthe Obligations on terms reasonably acceptable to the Agent; (f) Other unsecured Indebtedness consisting of funded debt in owing to the form of money market lines of credit Borrower by any Guarantor or similar arrangements not any other Subsidiary to exceed $5,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereofthe extent such Indebtedness is permitted by Section 6.10(i); (g) Other unsecured Indebtedness (contingent or direct) of Borrower and its Subsidiaries in the aggregate amount not to exceed $5,000,000 outstanding at any one time 7,000,000 in respect of letters of credit issued for the account of any of the Credit Parties in the conduct of their business in the ordinary course and any Guaranties thereofaddition to all other Indebtedness permitted by this Section 6.01; and (h) Indebtedness in existence (but not incurred or created of the Guarantors in connection with any guarantees in favor of any protection and indemnity or war risk associations to the extent such acquisitionguarantees are required under Clause 5.01(i) on the date on which a Person is acquired (after the Execution Date) by the Parent or of any of its Subsidiaries and for which Indebtedness: (i) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (ii) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one timeFleet Mortgage.

Indebtedness Restriction. Each Neither Borrower will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist, any Indebtedness other than: (a) : Indebtedness of the Borrowers and the Guarantors under the Loan Documents; (b) ; Indebtedness of the Borrowers or their Subsidiaries in respect of any Derivatives permitted by Section 6.03; 7.6; Unsecured Indebtedness (cother than the Indebtedness described in clause (i) above) of up to $100,000,000 (or its Equivalent Amount) of the Credit Parties on a consolidated basis and in the aggregate outstanding at any one time; Indebtedness existing on the Execution Date and described on Schedule 6.01; (d) subject 2; Subject to the limitations of Section 6.077.4, unsecured Indebtedness owing to a Borrower by any of its Subsidiaries or owing by a Borrower to any of its Subsidiaries, provided any such Indebtedness in excess of $5,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent, and shall be pledged to the Administrative Agent for the benefit of the Banks as security for the Obligations; (e) ; Other Indebtedness of up to $2,000,000 5,000,000 (or its EquivalentEquivalent Amount) outstanding at any one time and any Guaranties guaranties thereof; (f) ; Other unsecured Indebtedness consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its EquivalentEquivalent Amount) outstanding at any one time and any Guaranties guaranties thereof; (g) ; Other unsecured Indebtedness (contingent or direct) not to exceed $5,000,000 (or its Equivalent Amount) outstanding at any one time in respect of letters of credit issued for the account of any of the Credit Parties in the conduct of their business in the ordinary course and any Guaranties guaranties thereof; and (h) Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Execution Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (ia) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (iib) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time; Obligations for current taxes, assessments, levies and other governmental charges and for taxes, assessments, levies and other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceedings promptly initiated and diligently conducted, if such reserve as shall be required by Agreement Accounting Principles shall be made therefore; Other Indebtedness subordinated to the Indebtedness of the Borrowers and the Guarantors under the Loan Documents; provided any such subordinated Indebtedness shall be subordinated on terms and conditions satisfactory to the Administrative Agent in its sole discretion; and Other Indebtedness of any Subsidiary or Subsidiaries; provided such Indebtedness in the aggregate at any one time outstanding does not exceed 10% of the Consolidated Net Worth of the Borrowers and their subsidiaries.

Indebtedness Restriction. Each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist, any Indebtedness other than: (a) Indebtedness of the Borrowers and the Guarantors under the Loan Documents; (b) Indebtedness of the Borrowers or their Subsidiaries in respect of any Derivatives permitted by Section SECTION 6.03; (c) Indebtedness existing on the Execution Date and described on Schedule SCHEDULE 6.01; (d) subject to the limitations of Section SECTION 6.07, unsecured Indebtedness owing to a Borrower by any of its Subsidiaries or owing by a Borrower to any of its Subsidiaries, provided PROVIDED any such Indebtedness in excess of $5,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent, and shall be pledged to the Administrative Agent for the benefit of the Banks as security for the Obligations; (e) Other Indebtedness of up to $2,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereof; (f) Other unsecured Indebtedness consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its Equivalent) outstanding at any one time and any Guaranties thereof; (g) Other unsecured Indebtedness (contingent or direct) not to exceed $5,000,000 outstanding at any one time in respect of letters of credit issued for the account of any of the Credit Parties in the conduct of their business in the ordinary course and any Guaranties thereof; and (h) Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Execution Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (i) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (ii) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time.