Limitations on Subsidiary Indebtedness. The Borrower will not permit any Consolidated Subsidiary to create, incur, assume or suffer to exist any Indebtedness except:
(a) Indebtedness of any Consolidated Subsidiary which is, or the direct or indirect parent of which is, acquired by the Borrower or any other Consolidated Subsidiary after the Effective Date, which Indebtedness is in existence at the time such Consolidated Subsidiary (or parent) is so acquired; provided such Indebtedness was not created at the request or with the consent of the Borrower or any Subsidiary, and such Indebtedness may not be extended other than pursuant to the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired; and
(b) other Indebtedness in an aggregate principal amount for all Consolidated Subsidiaries (excluding any Non-Recourse ETC Debt) not exceeding $225,000,000.
Limitations on Subsidiary Indebtedness. The Borrower will not permit any Consolidated Subsidiary (other than any Subsidiary Loan Party) to create, incur, assume or suffer to exist any Indebtedness except:
(a) Indebtedness of any Consolidated Subsidiary which is, or the direct or indirect parent of which is, acquired by the Borrower or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary (or parent) is so acquired; provided that such Indebtedness was not created at the request or with the consent of the Borrower or any Subsidiary, and such Indebtedness may not be extended other than pursuant to the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired;
(b) other Indebtedness in an aggregate principal amount for all Consolidated Subsidiaries (excluding any Non-Recourse ETC Debt) not exceeding $225,000,000; and
(c) Indebtedness of any Consolidated Subsidiary to the Borrower or any other Consolidated Subsidiary to the extent not prohibited by Section 5.17.
Limitations on Subsidiary Indebtedness. The Borrower will not permit any Restricted Subsidiary to create, incur, assume or permit to exist any Indebtedness other than (a) Indebtedness existing on the date hereof and set forth on Schedule 5.07 and any refinancing, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decrease the weighted average life thereof, (b) Indebtedness owed to the Borrower or any other Subsidiary and not assigned or pledged to any other Person, (c) Indebtedness in connection with a Permitted Receivables Financing, (d) Indebtedness existing at the time a Restricted Subsidiary (not having previously been a Subsidiary) (i) becomes a Restricted Subsidiary or (ii) is merged or consolidated with or into a Restricted Subsidiary, provided that such Indebtedness is not created in contemplation of such merger or consolidation, (e) intra-day balances and/or notional or physical pooling of cash in connection with the cash management procedures of the Borrower or any Subsidiary, (f) Indebtedness arising as a result of FIN 46, (g) Indebtedness secured by Liens permitted under Section 5.06 and (h) other unsecured Indebtedness in an aggregate principal amount for all Restricted Subsidiaries, which amount, when aggregated (without duplication) with the aggregate principal amount of the secured obligations incurred or outstanding in reliance on Section 5.06(m) and the aggregate amount of Attributable Debt incurred or outstanding in reliance on Section 5.08, shall not at any time exceed $500,000,000.
Limitations on Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except Indebtedness in an aggregate principal amount at any time outstanding not to exceed, when added to other secured Indebtedness of the Borrower and any Subsidiary permitted by Section 7.02(l) and any other Indebtedness of the Borrower that is Guaranteed by any Subsidiary, the greater of (x) 10% of Stockholders’ Equity as of the end of the fiscal quarter preceding the date of determination or (y) $1,000,000,000.
Limitations on Subsidiary Indebtedness. Permit any of the Borrower’s Subsidiaries to create, incur, assume or suffer to exist any Indebtedness, except for the following:
(a) Indebtedness of any of the Borrower’s Subsidiaries outstanding on the date hereof and listed on Schedule 7.1;
(b) Indebtedness arising from intercompany loans from the Borrower or any of its Subsidiaries to any other Subsidiary of the Borrower; provided, however, that, the Investment in such intercompany loan to such Subsidiary is permitted under Section 7.3 (Investments); and
(c) additional Indebtedness of any of the Borrower’s Subsidiaries to the extent that, after giving effect to such incurrence, the ratio of such Subsidiary’s Consolidated Total Debt to Consolidated EBITDA for a period of four consecutive Fiscal Quarters does not exceed 3.00 to 1.00, in each case determined on a pro forma basis as of (i) the last day of the most recently ended Fiscal Quarter of such Subsidiary if 45 or more days have elapsed since the end of such Fiscal Quarter and (ii) the last day of the penultimately ended Fiscal Quarter of such Subsidiary if less than 45 days have elapsed since the end of the most recently ended Fiscal Quarter and, in each case, for which financial statements of such Subsidiary have been delivered to the Administrative Agent; provided, however, that such financial statements shall be in compliance with the requirements set forth in Section 6.1(b) and, if audited financial statements of such Subsidiary are readily available, Section 6.1(a) as if such requirements were applicable to such Subsidiary.
Limitations on Subsidiary Indebtedness. During any period when the Obligations of the Borrower are not guaranteed by any Guarantor, the Borrower will not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except Indebtedness in an aggregate \34414564.10 principal amount at any time outstanding not to exceed, when added to other secured Indebtedness of the Borrower and any Subsidiary permitted by Section 7.02(l) and any other Indebtedness of the Borrower that is Guaranteed by any Subsidiary, the greater of (x) 10% of Stockholders’ Equity as of the end of the fiscal quarter preceding the date of determination or (y) $1,000,000,000 (the “Priority Debt Basket”). For the avoidance of doubt, during the period from and including the Closing Date through the payment and satisfaction in full of all public note obligations of the Borrower and its Subsidiaries (including, without limitation, the Public Notes as defined herein), the principal amount outstanding under such public notes shall count against the Priority Debt Basket above.
Limitations on Subsidiary Indebtedness. 71 SECTION 1008. SUBSEQUENT GUARANTOR...........................................................................71 SECTION 1009. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.................................................72
Limitations on Subsidiary Indebtedness. The Company shall not permit the sum of the aggregate amount of all Indebtedness of Subsidiaries (excluding (i) the existing Indebtedness listed on SCHEDULE 8.6 and extensions, renewals and refinancings thereof so long as the principal amount thereof is not increased and (ii) extensions of credit permitted under SECTION 8.5(C)) to exceed 20% of Consolidated Tangible Assets."
Limitations on Subsidiary Indebtedness. The Issuer shall not -------------------------------------- permit any Subsidiary which may acquire any Initial Generation Assets to create or incur or suffer to exist any Indebtedness for borrowed money.
Limitations on Subsidiary Indebtedness. 70 Section 1008. Subsequent Guarantor................................... 71 Section 1009. Limitation on Sale and Lease-Back Transactions......... 71
