Common use of Subsidiaries' Debt Clause in Contracts

Subsidiaries' Debt. The Company will not permit any of its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined below) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: (i) Debt owing exclusively to the Company or another Subsidiary, (ii) Debt of a Subsidiary outstanding on the date that the Company acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company or its Subsidiaries, the interest on which Debt is exempt from Federal income tax pursuant to ss.103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary that is not guaranteed by the Company or any other Subsidiary, (v) Debt of Finance Leasing Subsidiaries owing to the Company or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company and its Consolidated Subsidiaries provided that such Debt is not guaranteed by the Company or any of its Consolidated Subsidiaries or (vii) Debt hereunder or under the Existing Credit Agreement.

Subsidiaries' Debt. The Company Such Borrower will not permit permit, and any of ------------------ its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined belowLoans here under) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of such Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: except (i) Debt owing exclusively to the Company or another Subsidiaryany Subsidiary thereof, (ii) Debt of a Subsidiary outstanding out standing on the date that the Company such Borrower acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company such Borrower or its Subsidiaries, the interest on which Debt is exempt from Federal federal income tax pursuant to ss.103 Section 103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary of such Borrower that is not guaranteed by the Company or any other Subsidiaryof its Subsidiaries, (v) Debt of Finance Leasing Subsidiaries owing to the Company or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company and its Consolidated Subsidiaries Subsidiaries, provided that such -------- Debt is not guaranteed by the Company or any of its Consolidated Subsidiaries or Subsidiaries, and (vii) unsecured Debt hereunder or under the Existing Credit Agreementof Unisource Worldwide, Inc. in an amount not to exceed one billion U.S. Dollars.

Subsidiaries' Debt. The Company Such Borrower will not permit permit, and any of its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined belowLoans hereunder) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of such Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: except (i) Debt owing exclusively to the Company or another Subsidiaryany Subsidiary thereof, (ii) Debt of a Subsidiary outstanding on the date that the Company such Borrower acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company such Borrower or its Subsidiaries, the interest on which Debt is exempt from Federal federal income tax pursuant to ss.103 Section 103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary of such Borrower that is not guaranteed by the Company or any other Subsidiaryof its Subsidiaries, (v) Debt of Finance Leasing Subsidiaries owing to the Company or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company and its Consolidated Subsidiaries Subsidiaries, provided that such -------- Debt is not guaranteed by the Company or any of its Consolidated Subsidiaries or Subsidiaries, and (vii) unsecured Debt hereunder or under the Existing Credit Agreementof Unisource Worldwide, Inc. in an amount not to exceed one billion U.S. Dollars.

Subsidiaries' Debt. The Company Such Borrower will not permit any of its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined below) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of such Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: (i) Debt owing exclusively to the Company or another Subsidiaryany Subsidiary thereof, (ii) Debt of a Subsidiary outstanding on the date that the Company such Borrower acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company such Borrower or its Subsidiaries, the interest on which Debt is exempt from Federal federal income tax pursuant to ss.103 Section 103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary of such Borrower that is not guaranteed by the Company or any other Subsidiaryof its Subsidiaries, (v) Debt of Finance Leasing Subsidiaries owing to the Company or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company and its Consolidated Subsidiaries Subsidiaries, provided -------- that such Debt is not guaranteed by the Company or any of its Consolidated Subsidiaries or Subsidiaries, and (vii) Debt hereunder or under the Existing 1998 Credit Agreement."

Subsidiaries' Debt. The Company will not permit any of its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined below) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: (i) Debt owing exclusively to the Company or another Subsidiary, (ii) Debt of a Subsidiary outstanding on the date that the Company acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company or its Subsidiaries, the interest on which Debt is exempt from Federal income tax pursuant to ss.103 (S)103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary that is not guaranteed by the Company or any other Subsidiary, (v) Debt of Finance Leasing Subsidiaries owing to the Company or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company and its Consolidated Subsidiaries provided that such Debt is not guaranteed by the Company or any of its Consolidated Subsidiaries or (vii) Debt hereunder or under the Existing Credit Agreement.

Subsidiaries' Debt. The Company Guarantor will not permit any of its ------------------ Subsidiaries directly or indirectly to create, incur, assume, suffer to exist, guarantee or otherwise become, be or remain liable with respect to any Debt (other than Excluded Debt, as defined below) in an aggregate amount outstanding (as to all Subsidiaries) at any time in excess of 20% of Consolidated Net Worth plus the amount of such Debt outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For the purposes of this Agreement, Excluded Debt shall mean: (i) Debt owing exclusively to the Company Guarantor or another Subsidiary, (ii) Debt of a Subsidiary outstanding on the date that the Company Guarantor acquires such Subsidiary, (iii) Debt with respect to property to be used by the Company Guarantor or its Subsidiaries, the interest on which Debt is exempt from Federal income tax pursuant to ss.103 Section 103 of the Internal Revenue Code of 1986, as amended, (iv) Debt of any foreign Subsidiary that is not guaranteed by the Company Guarantor or any other Subsidiary, (v) Debt of Finance Leasing Subsidiaries owing to the Company Guarantor or any of its Consolidated Subsidiaries, (vi) Debt of Finance Leasing Subsidiaries to a person or persons other than the Company Guarantor and its Consolidated Subsidiaries provided that such Debt is not guaranteed by the Company Guarantor or any of its Consolidated Subsidiaries or Subsidiaries, and (vii) Debt hereunder or under the Existing 1996 Credit Agreement and the 1998 Credit Agreement."