Common use of Limitation on Debt of Subsidiaries Clause in Contracts

Limitation on Debt of Subsidiaries. The Company shall not permit any Subsidiary of the Company to Incur any Debt except: (i) Debt of such Subsidiary permitted to be Incurred by the provisions (as if such provisions referred to Subsidiaries of the Company) of this Indenture described in clause (ii) or (iii) of the second paragraph of Section 10.8; (ii) Debt owed to the Company or a Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by the Company or such Subsidiary of any Debt so permitted to a Person other than the Company or a Subsidiary of the Company or (y) the issuance, sale, transfer or other disposition (other than a pledge of the shares of such Subsidiary permitted under Section 10.14) of shares of Capital Stock (including by consolidation or merger) of such Subsidiary to a Person other than the Company or another such Subsidiary which, after giving effect thereto, results in such Subsidiary ceasing to be a Subsidiary of the Company, the provisions of this clause (ii) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (iii) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of the Company, (b) such Person merges with or into or consolidates with a Subsidiary of the Company or (c) another Subsidiary of the Company merges with or into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company), which Debt was not Incurred or issued in anticipation of such transaction and was outstanding prior to such transaction; (iv) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt of a Subsidiary of the Company secured by a Lien of the type described under clause (iv) of the definition of "Permitted Liens"; (v) Debt to refinance Existing Debt of any Subsidiary of the Company and Debt to refinance any Debt permitted to be Incurred pursuant to clauses (i) (but only to the extent such clause (i) incorporates clause (ii) of the second paragraph of Section 10.8), (iii), (iv), (v) and (vi) hereof; provided that the amount of such Debt does not exceed (a) except as provided in subclause (b) below, the principal amount of Debt to be so refinanced (which amount shall be deemed to include the amount of any undrawn or available amounts under any committed credit or lease facility to be so refinanced) or (b) in the case of the refinancing of the Post-Delivery Financing of a Vessel within 270 days after the acquisition or delivery of such Vessel pursuant to a Capitalized Lease Obligation, 100% of the Ready for Sea Cost of such Vessel, plus in either case the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or any of its Subsidiaries Incurred in connection with such refinancing and provided that (x) such refinancing Debt shall not be used to refinance outstanding Debt or Preferred Stock of the Company and (y) such refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, has an Average Life and Stated Maturity which is equal to or greater than that of Debt to be refinanced at the time of the Incurrence of such refinancing Debt; (vi) Debt Incurred under the Revolving Credit Facilities, including, without limitation Debt Incurred pursuant to guarantees made by Subsidiaries of the Company in respect of the Revolving Credit Facilities; (vii) Debt of any Guarantor pursuant to a Guarantee; and (viii) Debt of Subsidiaries of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with (a) any other outstanding Debt Incurred pursuant to this clause (viii), (b) any outstanding Preferred Stock issued by Subsidiaries of the Company pursuant to clause (iv) of Section 10.10 and (c) any Debt of the Company Incurred pursuant to clause (vii) of the second paragraph of Section 10.8, has an aggregate principal amount (and/or liquidation preference) not in excess of $50 million at any time outstanding.

Limitation on Debt of Subsidiaries. The (a) At all times following the occurrence of a Fall Away Event, the Company shall not permit any Subsidiary of the Company to Incur issue, incur, create, assume, or guarantee any Debt exceptexcept for: (i1) Debt secured by a Security Interest permitted by Section 1006; (2) Debt of a corporation or other entity existing at the time such corporation or other entity is merged into or consolidated with any Subsidiary permitted or at the time of a sale, lease or other disposition of the properties of such corporation or other entity as an entirety or substantially as an entirety to be Incurred by the provisions (as if such provisions referred to Subsidiaries any Subsidiary of the Company) of this Indenture described in clause (ii) or (iii) of the second paragraph of Section 10.8; (ii3) Debt owed of a Subsidiary of the Company with respect to which the proceeds are applied by such Subsidiary to acquire, construct or improve property, the majority of the Capital Stock of a Person, or other assets incurred after the initial issuance of the Securities and contemporaneously with, or within 270 days after, such acquisition (or, in the case of property or other assets constructed or improved, within 270 days after the completion or commencement of commercial operation of such property or other assets, whichever is later); (4) Debt of a Subsidiary of the Company owing to the Company or a wholly-owned Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by the Company or such Subsidiary of if any Debt so permitted to a Person person other than the Company or a wholly-owned Subsidiary of the Company owns or holds any such Debt, such Debt shall be deemed to be incurred as of the date such Debt becomes owned or held by such person and such incurrence shall not be permitted pursuant to this clause (y4); (5) Debt of a non-Domestic Subsidiary with respect to which neither the Company nor any of its Domestic Subsidiaries has provided any guarantee or other credit support; and (6) the issuanceextension, salerenewal or replacement (or successive extensions, transfer renewals or other disposition (other than a pledge of the shares of such Subsidiary permitted under Section 10.14replacements) of shares of Capital Stock (including by consolidation or merger) of such Subsidiary to a Person other than the Company or another such Subsidiary which, after giving effect thereto, results in such Subsidiary ceasing to be a Subsidiary of the Company, in whole or in part, of any Debt of such Subsidiary referred to in the foregoing clauses (1) to (5), inclusive, or the next sentence without increase of the principal of such Debt or change of the obligor or obligors with respect to such Debt (plus the aggregate amount of premiums, costs and expenses paid or incurred in connection with such extension, renewal or replacement). (b) Notwithstanding the provisions of this clause (ii) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (iii) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of the Company, (b) such Person merges with or into or consolidates with a Subsidiary of the Company or (c) another Subsidiary of the Company merges with or into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company1010(a), which Debt was not Incurred or issued in anticipation of such transaction and was outstanding prior to such transaction; (iv) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt of a Subsidiary of the Company secured by a Lien of the type described under clause (iv) of the definition of "Permitted Liens"; (v) Debt to refinance Existing Debt of any Subsidiary of the Company and may issue, incur, create,assume, or guarantee Debt that would otherwise be subject to refinance any these restrictions in an aggregate principal amount that, together with (A) all other Debt permitted to of the Company’s Subsidiaries that would otherwise be Incurred pursuant to clauses (i) (but only subject to the extent such clause (irestrictions in Section 1010(a) incorporates clause (ii) of after giving effect to the second paragraph provisions of Section 10.8), (iii), (iv), (v1010(a)(i) through 1010(a)(vi) above and (viB) hereof; provided that the amount of such aggregate Debt does not exceed (a) except as provided in subclause (b) below, the principal amount of and Attributable Debt to be so refinanced (which amount shall be deemed to include the amount of any undrawn or available amounts under any committed credit or lease facility to be so refinanced) or (b) in the case of the refinancing of the Post-Delivery Financing of a Vessel within 270 days after the acquisition or delivery of such Vessel pursuant to a Capitalized Lease Obligation, 100% of the Ready for Sea Cost of such Vessel, plus in either case the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or any of its Subsidiaries Incurred in connection with such refinancing and provided that (x) such refinancing Debt shall not be used to refinance outstanding Debt or Preferred Stock of the Company and (y) such refinancing Debt by its terms, or by the terms of any agreement or instrument Subsidiaries outstanding pursuant to which such Section 1006(b) (other than any Attributable Debt is issuedrelating to Sale/Leaseback Transactions pursuant to, has an Average Life and Stated Maturity which is equal to or greater than that in compliance with, Section 1007(b)), does not at any one time exceed 15% of Debt to be refinanced at the time Consolidated Net Tangible Assets of the Incurrence of such refinancing Debt; (vi) Debt Incurred under the Revolving Credit Facilities, including, without limitation Debt Incurred pursuant to guarantees made by Subsidiaries of the Company in respect of the Revolving Credit Facilities; (vii) Debt of any Guarantor pursuant to a Guarantee; and (viii) Debt of Subsidiaries of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with (a) any other outstanding Debt Incurred pursuant to this clause (viii), (b) any outstanding Preferred Stock issued by Subsidiaries of the Company pursuant to clause (iv) of Section 10.10 and (c) any Debt of the Company Incurred pursuant to clause (vii) of the second paragraph of Section 10.8, has an aggregate principal amount (and/or liquidation preference) not in excess of $50 million at any time outstandingCompany.

Limitation on Debt of Subsidiaries. The Company shall not permit any Subsidiary of the Company to Incur any Debt except: (i) Debt of such Subsidiary permitted to be Incurred by the provisions (as if such provisions referred to Subsidiaries of the Company) of this Indenture described in clause (ii) or (iii) of the second paragraph of Section 10.8; (ii) Debt owed to the Company or a Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by the Company or such Subsidiary of any Debt so permitted to a Person other than the Company or a Subsidiary of the Company or (y) the issuance, sale, transfer or other disposition (other than a pledge of the shares of such Subsidiary permitted under Section 10.14) of shares of Capital Stock (including by consolidation or merger) of such Subsidiary to a Person other than the Company or another such Subsidiary which, after giving effect thereto, results in such Subsidiary ceasing to be a Subsidiary of the Company, the provisions of this clause (ii) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (iii) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of the Company, (b) such Person merges with or into or consolidates with a Subsidiary of the Company or (c) another Subsidiary of the Company merges with or into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company), which Debt was not Incurred or issued in anticipation of such transaction and was outstanding prior to such transaction; (iv) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt of a Subsidiary of the Company secured by a Lien of the type described under clause (iv) of the definition of "Permitted Liens"; (v) Debt to refinance Existing Debt of any Subsidiary of the Company and Debt to refinance any Debt permitted to be Incurred pursuant to clauses (i) (but only to the extent such clause (i) incorporates clause (ii) of the second paragraph of Section 10.8), (iii), (iv), (v) and (vi) hereof; provided that the amount of such Debt does not exceed (a) except as provided in subclause (b) below, the principal amount of Debt to be so refinanced (which amount shall be deemed to include the amount of any undrawn or available amounts under any committed credit or lease facility to be so refinanced) or (b) in the case of the refinancing of the Post-Delivery Financing of a Vessel within 270 days after the acquisition or delivery of such Vessel pursuant to a Capitalized Lease Obligation, 100% of the Ready for Sea Cost of such Vessel, plus in either case the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or any of its Subsidiaries Incurred in connection with such refinancing and provided that (x) such refinancing Debt shall not be used to refinance outstanding Debt or Preferred Stock of the Company and (y) such refinancing Debt by its terms, or by the terms of any agreement or instrument pursuant to which such Debt is issued, has an Average Life and Stated Maturity which is equal to or greater than that of Debt to be refinanced at the time of the Incurrence of such refinancing Debt; (vi) Debt Incurred under the Revolving Credit Facilities, including, without limitation Debt Incurred pursuant to guarantees made by Subsidiaries of the Company in respect of the Revolving Credit Facilities; (vii) Debt of any Guarantor pursuant to a Guarantee; and (viii) Debt of Subsidiaries of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with (a) any other outstanding Debt Incurred pursuant to this clause (viii), (b) any outstanding Preferred Stock issued by Subsidiaries of the Company pursuant to clause (iv) of Section 10.10 and (c) any Debt of the Company Incurred pursuant to clause (vii) of the second paragraph of Section 10.8, has an aggregate principal amount (and/or liquidation preference) not in excess of $50 100 million at any time outstanding. For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 10.9: (i) Debt permitted by this Section need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section permitting such Debt; and (ii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 10.9. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced.

Limitation on Debt of Subsidiaries. The (a) At all times following the occurrence of a Fall-Away Event, the Company shall not permit any Subsidiary of the Company to Incur issue, incur, create, assume, or guarantee any Debt exceptexcept for: (i1) Debt secured by a Security Interest permitted by Section 1006; (2) Debt of a corporation or other entity existing at the time such corporation or other entity is merged into or consolidated with any Subsidiary permitted or at the time of a sale, lease or other disposition of the properties of such corporation or other entity as an entirety or substantially as an entirety to be Incurred by the provisions (as if such provisions referred to Subsidiaries any Subsidiary of the Company) of this Indenture described in clause (ii) or (iii) of the second paragraph of Section 10.8; (ii3) Debt owed of a Subsidiary of the Company with respect to which the proceeds are applied by such Subsidiary to acquire, construct or improve property, the majority of the Capital Stock of a Person, or other assets incurred after the initial issuance of the Securities and contemporaneously with, or within 270 days after, such acquisition (or, in the case of property or other assets constructed or improved, within 270 days after the completion or commencement of commercial operation of such property or other assets, whichever is later); (4) Debt of a Subsidiary of the Company owing to the Company or a wholly-owned Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by the Company or such Subsidiary of if any Debt so permitted to a Person person other than the Company or a wholly-owned Subsidiary of the Company owns or holds any such Debt, such Debt shall be deemed to be incurred as of the date such Debt becomes owned or held by such person and such incurrence shall not be permitted pursuant to this clause (y4); (5) Debt of a non-Domestic Subsidiary with respect to which neither the Company nor any of its Domestic Subsidiaries has provided any guarantee or other credit support; and (6) the issuanceextension, salerenewal or replacement (or successive extensions, transfer renewals or other disposition (other than a pledge of the shares of such Subsidiary permitted under Section 10.14replacements) of shares of Capital Stock (including by consolidation or merger) of such Subsidiary to a Person other than the Company or another such Subsidiary which, after giving effect thereto, results in such Subsidiary ceasing to be a Subsidiary of the Company, in whole or in part, of any Debt of such Subsidiary referred to in the foregoing clauses (1) to (5), inclusive, or the next sentence without increase of the principal of such Debt or change of the obligor or obligors with respect to such Debt (plus the aggregate amount of premiums, costs and expenses paid or incurred in connection with such extension, renewal or replacement). (b) Notwithstanding the provisions of this clause (ii) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (iii) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt Incurred by a Person prior to the time (a) such Person became a Subsidiary of the Company, (b) such Person merges with or into or consolidates with a Subsidiary of the Company or (c) another Subsidiary of the Company merges with or into or consolidates with such Person (in a transaction in which such Person becomes a Subsidiary of the Company1010(a), which Debt was not Incurred or issued in anticipation of such transaction and was outstanding prior to such transaction; (iv) Subject to the satisfaction of the incurrence test set forth in the first paragraph of Section 10.8, Debt of a Subsidiary of the Company secured by a Lien of the type described under clause (iv) of the definition of "Permitted Liens"; (v) Debt to refinance Existing Debt of any Subsidiary of the Company and may issue, incur, create, assume, or guarantee Debt that would otherwise be subject to refinance any Debt permitted to be Incurred pursuant to clauses (ithe restrictions in Section 1010(a) in an aggregate principal amount that, together (but only without duplication) with (A) all other Debt of the Company’s Subsidiaries that would otherwise be subject to the extent such clause (irestrictions in Section 1010(a) incorporates clause (ii) of after giving effect to the second paragraph provisions of Section 10.8), (iii), (iv), (v1010(a)(1) through 1010(a)(6) above and (viB) hereof; provided that the amount of such aggregate Debt does not exceed (a) except as provided in subclause (b) below, the principal amount of and Attributable Debt to be so refinanced (which amount shall be deemed to include the amount of any undrawn or available amounts under any committed credit or lease facility to be so refinanced) or (b) in the case of the refinancing of the Post-Delivery Financing of a Vessel within 270 days after the acquisition or delivery of such Vessel pursuant to a Capitalized Lease Obligation, 100% of the Ready for Sea Cost of such Vessel, plus in either case the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company or any of its Subsidiaries Incurred in connection with such refinancing and provided that (x) such refinancing Debt shall not be used to refinance outstanding Debt or Preferred Stock of the Company and (y) such refinancing Debt by its terms, or by the terms of any agreement or instrument Subsidiaries outstanding pursuant to which such Section 1006(b) (other than any Attributable Debt is issuedrelating to Sale/Leaseback Transactions pursuant to, has an Average Life and Stated Maturity which is equal to or greater than that in compliance with, Section 1007(b)), does not at any one time exceed 15% of Debt to be refinanced at the time Consolidated Net Tangible Assets of the Incurrence of such refinancing Debt; (vi) Debt Incurred under the Revolving Credit Facilities, including, without limitation Debt Incurred pursuant to guarantees made by Subsidiaries of the Company in respect of the Revolving Credit Facilities; (vii) Debt of any Guarantor pursuant to a Guarantee; and (viii) Debt of Subsidiaries of the Company not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with (a) any other outstanding Debt Incurred pursuant to this clause (viii), (b) any outstanding Preferred Stock issued by Subsidiaries of the Company pursuant to clause (iv) of Section 10.10 and (c) any Debt of the Company Incurred pursuant to clause (vii) of the second paragraph of Section 10.8, has an aggregate principal amount (and/or liquidation preference) not in excess of $50 million at any time outstandingCompany.