Common use of Limitation of Indebtedness Clause in Contracts

Limitation of Indebtedness. Except with the prior written consent of the Agent and each Bank, no Borrower will, or will cause or permit any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a Borrower in the ordinary course of business (not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) Indebtedness for borrowed money of any Borrower to another Borrower; provided that such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, and is unsecured by any liens, charges or encumbrances whatsoever; (vii) except as otherwise permitted in this Section 5.5, Indebtedness for borrowed money of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations contained in Sections 5.24 through 5.26, inclusive, or 5.29 of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such Borrower.

Limitation of Indebtedness. Except with Excluding the Debt, the XX Xxxxxxxxx Loan, loans from members of the UDF Group, loans from members of the UMT Group, Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the Agent foregoing, Borrower may incur ordinary trade debt to vendors, and each Bank, no suppliers and providers of services without violation of this Section 9.4. Borrower will, or will cause or permit shall give Lender prior written notice of any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) proposed Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor Lender shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a inform Borrower in the ordinary course writing of business (not as a result of borrowing), so long as all of whether it approves or disapproves such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to another Borrower; provided Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money is shall be placed on normal the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and customary security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms as satisfactory to formLender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and covenantscharges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is unsecured by any liens, charges inconsistent with or encumbrances whatsoever; (vii) except as otherwise permitted in would cause Borrower to violate the provisions of this Section 5.59.4. Notwithstanding the foregoing, Indebtedness for borrowed money Lender acknowledges and agrees that its execution of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed an intercreditor agreement with a New Lender shall be deemed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations Lender’s written consent to any variance contained in Sections 5.24 through 5.26, inclusive, or 5.29 such intercreditor agreement from the requirements of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such BorrowerSection 9.4.

Limitation of Indebtedness. Except with the prior written consent of the Agent and each Bank, no Borrower will, or will cause or permit any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges Taxes to the extent that payment therefor shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a Borrower in the ordinary course of business (not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) Indebtedness for borrowed money of any Borrower to another BorrowerBorrower and, (vii) with respect to the Brazilian Subsidiaries, Indebtedness that, when combined with any investments and loans in or two such Brazilian Subsidiaries, is permitted by the proviso to clause (xi) of Section 5.9; provided that such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, and is unsecured by any liens, charges or encumbrances whatsoever; (vii) except as otherwise permitted in this Section 5.5, Indebtedness for borrowed money of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations contained in Sections 5.24 through 5.26, inclusive, or 5.29 of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such Borrower.and

Limitation of Indebtedness. Except with Excluding the Debt, Partner Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the Agent foregoing, Borrower may incur ordinary trade debt to vendors, and each Bank, no suppliers and providers of services without violation of this Section 9.4. Borrower will, or will cause or permit shall give Lender prior written notice of any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) proposed Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor Lender shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a inform Borrower in the ordinary course writing of business (not as a result of borrowing), so long as all of whether it approves or disapproves such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to another Borrower; provided Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money is shall be placed on normal the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and customary security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms as satisfactory to formLender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and covenantscharges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is unsecured by any liens, charges inconsistent with or encumbrances whatsoever; (vii) except as otherwise permitted in would cause Borrower to violate the provisions of this Section 5.59.4. Notwithstanding the foregoing, Indebtedness for borrowed money Lender acknowledges and agrees that its execution of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed an intercreditor agreement with a New Lender shall be deemed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations Lender’s written consent to any variance contained in Sections 5.24 through 5.26, inclusive, or 5.29 such intercreditor agreement from the requirements of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such BorrowerSection 9.4.

Limitation of Indebtedness. Except with Excluding the Debt, Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the Agent foregoing, Borrower may incur ordinary trade debt to vendors, and each Bank, no suppliers and providers of services without violation of this Section 9.4. Borrower will, or will cause or permit shall give Lender prior written notice of any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) proposed Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor Lender shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a inform Borrower in the ordinary course writing of business (not as a result of borrowing), so long as all of whether it approves or disapproves such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to another Borrower; provided Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money is shall be placed on normal the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and customary security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms as satisfactory to formLender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and covenantscharges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is unsecured by any liens, charges inconsistent with or encumbrances whatsoever; (vii) except as otherwise permitted in would cause Borrower to violate the provisions of this Section 5.59.4. Notwithstanding the foregoing, Indebtedness for borrowed money Lender acknowledges and agrees that its execution of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed an intercreditor agreement with a New Lender shall be deemed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations Lender’s written consent to any variance contained in Sections 5.24 through 5.26, inclusive, or 5.29 such intercreditor agreement from the requirements of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such BorrowerSection 9.4.

Limitation of Indebtedness. Except with Excluding the Debt, loans from members of the UDF Group, loans from members of the UMT Group, Member Loans and Indebtedness for borrowed money described on Schedule 9.4, Borrower shall not incur any borrowed money obligation, guaranty or provide security for any Indebtedness of another Person or enter into or issue any agreement providing for Borrower to incur or guaranty Indebtedness for borrowed money without the prior written consent of Lender, which may be withheld for any reason or no reason. Notwithstanding the Agent foregoing, Borrower may incur ordinary trade debt to vendors, and each Bank, no suppliers and providers of services without violation of this Section 9.4. Borrower will, or will cause or permit shall give Lender prior written notice of any of its Subsidiaries at any time to, create, incur, assume or suffer to exist, or in any manner become or be liable directly or indirectly with respect to, any Indebtedness except: (i) the Obligations; (ii) proposed Indebtedness for borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, on Exhibit C attached hereto; (iii) Indebtedness for the purchase price of capital assets and capitalized leases incurred in the ordinary course of business, subject, however, to the limitations set forth in Section 5.7 hereof; (iv) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor Lender shall at the time not be required to be made in accordance with Section 5.4 hereof; (v) Indebtedness on open account for the purchase price of services, materials and supplies incurred by a inform Borrower in the ordinary course writing of business (not as a result of borrowing), so long as all of whether it approves or disapproves such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such Borrower, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no encumbrance has been placed on any property of such Borrower; (vi) proposed Indebtedness for borrowed money within ten (10) days after receipt of Borrower’s written notice. If Lender consents to Borrower incurring or guaranteeing any Indebtedness for borrowed money, as a condition of Lender granting such consent, Borrower and the other lender (“New Lender”) shall, unless otherwise agreed by Lender in writing, enter into a written agreement with Lender, which shall be satisfactory to another Borrower; provided Lender in all respects, providing that (a) the priority of the payment of the Debt always shall be superior to the priority of the payment of such other Indebtedness for borrowed money, (b) no Liens securing such Indebtedness for borrowed money is shall be placed on normal the assets of Borrower or the Property or on the economic or legal interests in Borrower without Lender’s express prior written consent, which may be withheld for any reason or for no reason, (c) the priority of Lender’s Liens and customary security interest against the Property and the assets of Borrower always shall be superior to the priority of any Liens or security interests, if any, in favor of the New Lender, (d) Lender shall be given written notice by the New Lender of any material default or event of default occurring under the loan documents evidencing Indebtedness owed to the New Lender (“New Loan Documents”), (e) upon any Event of Default under this Agreement or upon any default or event of default under the New Loan Documents, Lender shall have the right, but not the obligation, to cure the default thereunder prior to acceleration and/or, at Lender’s alternative, to purchase the New Loan Documents and the Indebtedness evidenced thereby upon terms as satisfactory to formLender, and (f) the terms of the New Loan Documents providing for the principal amount of the Indebtedness evidenced by such New Loan Documents, the interest rate and covenantscharges, and the payment terms (including payment dates, payment amounts, and the maturity date for payment of principal and interest, the amount of proceeds to be paid for release or partial release of any Lien) and all other provisions of such New Loan Documents shall be acceptable to Lender and shall not be materially modified without Lender’s prior written consent. Borrower agrees that it shall not enter into any agreement, or permit Borrower-Related Party to enter into any agreement, that is unsecured by any liens, charges inconsistent with or encumbrances whatsoever; (vii) except as otherwise permitted in would cause Borrower to violate the provisions of this Section 5.59.4. Notwithstanding the foregoing, Indebtedness for borrowed money Lender acknowledges and agrees that its execution of Courier; provided that (a) all such Indebtedness for borrowed money is on normal and customary terms as to form, interest rate and covenants, (b) such Indebtedness for borrowed money is unsecured by any liens, charges or encumbrances whatsoever, and (c) on the date on which such Indebtedness for borrowed money is proposed an intercreditor agreement with a New Lender shall be deemed to be incurred, (1) no event or condition which constitutes an Event of Default, or which, with notice or the passage of time, or both, would constitute an Event of Default, would occur by reason of the incurrence thereof, and (2) no breach of the covenants, agreements or obligations Lender’s written consent to any variance contained in Sections 5.24 through 5.26, inclusive, or 5.29 such intercreditor agreement from the requirements of this Agreement would occur by reason of the incurrence thereof if such covenants were measured as of the date such Indebtedness for borrowed money is proposed to be incurred; and (viii) Indebtedness for borrowed money of any Borrower resulting from its borrowing against the cash surrender value of a key life insurance policy owned by such BorrowerSection 9.4.