Common use of Outstanding Indebtedness and Preferred Equity Clause in Contracts

Outstanding Indebtedness and Preferred Equity. On the Restatement Effective Date and after giving effect to the consummation of the Transaction (including the Intermediate Holdco Prepayment Consummation as if the same had occurred on such date), Holdings and its Subsidiaries shall have no outstanding Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Indebtedness pursuant to or in respect of the Existing Senior Notes Documents in an aggregate outstanding principal amount not to exceed $1,125,000,000, (iii) intercompany Indebtedness incurred by the Bermuda Borrower pursuant to the Intercompany Distribution Transactions, (iv) Intercompany Scheduled Existing Indebtedness (it being understood and agreed that, for the purposes of this Section 5.09, such Intercompany Scheduled Existing Indebtedness shall be determined as of February 25, 2006), (v) existing Indebtedness of the U.S. Borrower and its Subsidiaries of the type described in clauses (viii), (xiii) and (xviii) of Section 9.04(b) in an aggregate principal amount not to exceed the principal amount of such Indebtedness permitted by such clauses of Section 9.04(b), (vi) Synthetic Lease obligations arising under the lease entered into in connection with the Sale-Leaseback Transaction, (vii) Indebtedness pursuant to the ABL Credit Documents and (viii) such other existing indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders to remain outstanding (all of which Indebtedness described in this clause (viii) (other than immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of obligations other than Indebtedness) shall be required to be specifically listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IV); for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined in the Original U.S. Security Agreement), which Indebtedness has been paid in full (and related commitments with respect thereto terminated) prior to the Restatement Effective Date. On and as of the Restatement Effective Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby and there shall not be any amendments or modifications to the Existing Indebtedness Agreements (other than as requested or approved by the Agents and the Required Lenders). On and as of the Restatement Effective Date, the Agents and the Required Lenders shall be satisfied with the amount of and the terms and conditions of all Indebtedness described above in this Section 5.09.

Outstanding Indebtedness and Preferred Equity. On the Restatement Effective Initial Borrowing Date and after giving effect to the consummation of the Transaction (including the Intermediate Holdco Prepayment Consummation as if the same had occurred on such date), Holdings and its Subsidiaries shall have no outstanding Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Indebtedness pursuant to or in respect of the Existing Senior Notes Documents in an aggregate outstanding principal amount not to exceed $1,125,000,000, (iii) intercompany Indebtedness incurred by the Bermuda Borrower Company pursuant to the Intercompany Distribution Transactions, (iv) Intercompany Scheduled Existing Indebtedness (it being understood and agreed that, for the purposes of this Section 5.096.06, such Intercompany Scheduled Existing Indebtedness shall be determined as of February 25, 2006), ) (v) existing Indebtedness of the U.S. Borrower and its Subsidiaries of the type described in clauses (viii), (xiii) and (xviii) of Section 9.04(b10.04(b) in an aggregate principal amount not to exceed the principal amount of such Indebtedness permitted by such clauses of Section 9.04(b)10.04, (vi) Synthetic Lease obligations arising under the lease entered into in connection with the Sale-Leaseback Transaction, (vii) Indebtedness pursuant to the ABL Existing Credit Documents Agreement and (viii) such other existing indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by the Agents Administrative Agent and Required Lenders to remain outstanding (all of which Indebtedness described in this clause (viii) (other than immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of obligations other than Indebtedness) shall be required to be specifically listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IV); for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined in the Original U.S. Security Agreement (as defined in the Term Credit Agreement)), which Indebtedness has been paid in full (and related commitments with respect thereto terminated) prior to the Restatement Effective Date. On and as of the Restatement Effective Initial Borrowing Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby and there shall not be any amendments or modifications to the Existing Indebtedness Agreements (other than as requested or approved by the Agents and the Required Lenders). On and as of the Restatement Effective Initial Borrowing Date, the Agents and the Required Lenders shall be satisfied with the amount of and the terms and conditions of all Indebtedness described above in this Section 5.096.06.

Outstanding Indebtedness and Preferred Equity. On the Restatement Effective Initial Borrowing Date and after giving effect to the consummation of the Transaction (including the Intermediate Holdco Prepayment Consummation as if the same had occurred on such date)Transaction, Holdings and its Subsidiaries shall have no outstanding Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Indebtedness pursuant to the New Senior Notes Documents, (iii) Indebtedness pursuant to or in respect of the Existing Senior Notes Documents in an aggregate outstanding principal amount not (other than the Existing Senior Notes to exceed $1,125,000,000be Refinanced and the related Existing Senior Notes Documents), (iiiiv) intercompany Indebtedness incurred by the Bermuda Borrower pursuant to the Intercompany Distribution Transactions, (ivv) Intercompany Scheduled Existing Indebtedness (it being understood and agreed that, for the purposes of this Section 5.09, such Intercompany Scheduled Existing Indebtedness shall be determined as of February 25, 2006)Indebtedness, (vvi) existing Indebtedness of Foreign Subsidiaries of the U.S. Borrower and its Subsidiaries of the type described in clauses (viii), (xiii) and (xviii) of Section 9.04(b9.04(viii) in an aggregate principal amount not to exceed the principal amount of such Indebtedness permitted by such clauses of Section 9.04(b)Section, (vivii) Synthetic Capitalized Lease obligations Obligations arising under the lease entered into in connection with the Sale-Leaseback Transaction, (viiviii) Indebtedness pursuant to the ABL Credit Documents obligations described in Section 9.04(xxii), and (viiiix) such other existing indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders to remain outstanding (all of which Indebtedness described in this clause (viiiix) (other than immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of obligations other than Indebtedness) shall be required to be specifically listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IV); for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined in the Original U.S. Security Agreement), which Indebtedness has been paid in full (and related commitments with respect thereto terminated) prior to the Restatement Effective Date. On and as of the Restatement Effective Initial Borrowing Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby and there shall not be any amendments or modifications to the Existing Indebtedness Agreements (other than as contemplated by Section 5.10 or otherwise requested or approved by the Agents and the Required Lenders). On and as of the Restatement Effective Initial Borrowing Date, the Agents and the Required Lenders shall be satisfied with the amount of and the terms and conditions of all Indebtedness described above in this Section 5.095.13.

Outstanding Indebtedness and Preferred Equity. On the Restatement Effective Date and after giving effect to the consummation of the Transaction (including the Intermediate Holdco Prepayment Tender Offer Consummation as if the same had occurred on such date), Holdings and its Subsidiaries shall have no outstanding Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Indebtedness Existing Tender Offer Notes not repurchased pursuant to or in respect of the Existing Senior Notes Documents Tender Offer Consummation in an aggregate outstanding principal amount not to exceed $1,125,000,000950,000,000, (iii) Indebtedness pursuant to or in respect of the Existing 2013 Senior Notes Documents, (iv) intercompany Indebtedness incurred by the Bermuda Borrower pursuant to the Intercompany Distribution Transactions, (ivv) Intercompany Scheduled Existing Indebtedness (it being understood and agreed that, for the purposes of this Section 5.09, such Intercompany Scheduled Existing Indebtedness shall be determined as of February 25, 2006)Indebtedness, (vvi) existing Indebtedness of the U.S. Borrower and its Subsidiaries of the type described in clauses (viii), (xiii) and (xviii) of Section 9.04(b) 9.04 in an aggregate principal amount not to exceed the principal amount of such Indebtedness permitted by such clauses of Section 9.04(b)Section, (vivii) Synthetic Lease obligations arising under the lease entered into in connection with the Sale-Leaseback Transaction, (viiviii) Indebtedness pursuant to the ABL Credit Intermediate Holdco Senior Notes Documents and (viiiix) such other existing indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders to remain outstanding (all of which Indebtedness described in this clause (viiiix) (other than immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of obligations other than Indebtedness) shall be required to be specifically listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IV); for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined in the Original U.S. Security Agreement), which Indebtedness has been paid in full (and related commitments with respect thereto terminated) prior to the Restatement Effective Date. On and as of the Restatement Effective Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby and there shall not be any amendments or modifications to the Existing Indebtedness Agreements (other than as requested or approved by the Agents and the Required Lenders). On and as of the Restatement Effective Date, the Agents and the Required Lenders shall be satisfied with the amount of and the terms and conditions of all Indebtedness described above in this Section 5.09.

Outstanding Indebtedness and Preferred Equity. On the Restatement Effective Initial Borrowing Date and after giving effect to the consummation of the Transaction (including the Intermediate Holdco Prepayment Consummation as if the same had occurred on such date)Transaction, Holdings and its Subsidiaries shall have no outstanding Preferred Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of the Credit Documents, (ii) Indebtedness pursuant to or in respect of the Existing Senior Notes Documents in an aggregate outstanding principal amount not to exceed $1,125,000,000Documents, (iii) Indebtedness pursuant to the Senior Subordinated Notes Documents, (iv) intercompany Indebtedness incurred by the Bermuda Canadian Borrower pursuant to the Intercompany Distribution Transactions, (ivv) Intercompany Scheduled Existing Indebtedness (it being understood and agreed thatIndebtedness, for the purposes of this Section 5.09, such Intercompany Scheduled Existing Indebtedness shall be determined as of February 25, 2006), (v) existing Indebtedness of the U.S. Borrower and its Subsidiaries of the type described in clauses (viii), (xiii) and (xviii) of Section 9.04(b) in an aggregate principal amount not to exceed the principal amount of such Indebtedness permitted by such clauses of Section 9.04(b), (vi) Synthetic Lease obligations arising under the lease entered into in connection with the Sale-Leaseback Transaction, (vii) Indebtedness pursuant to the ABL Credit Documents and (viii) such other existing indebtedness of Holdings and its Subsidiaries, if any, as shall be permitted by the Agents and Required Lenders to remain outstanding (all of which Indebtedness described in this clause (viii) (other than immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of obligations other than Indebtednessvii) shall be required to be specifically listed as Third Party Scheduled Existing Indebtedness on Part A of Schedule IVV); for the avoidance of doubt, preceding clauses (iv), (v), (vi) and (viii) shall in no event include any Indebtedness under, or with respect to, the HQ Lease Agreements (as defined in the Original U.S. Security Agreement), which Indebtedness has been paid in full (and related commitments with respect thereto terminated) prior to the Restatement Effective Date. On and as of the Restatement Effective Initial Borrowing Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby and there shall not be any amendments or modifications to the Existing Indebtedness Agreements (other than as requested or approved by the Agents and the Required Lenders). On and as of the Restatement Effective Date, the Agents and the Required Lenders shall be satisfied with the amount of and the terms and conditions of all Indebtedness described above in this Section 5.09.