Subsidiary Debt. Permit any of its Subsidiaries (other than any Loan Party) to create or suffer to exist, any Debt other than:
(i) Debt existing on the Execution Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided, that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding, renewal or refinancing (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, and fees and expenses incurred in connection with such extension, refunding, renewal or refinancing), and the direct and contingent obligors therefor shall not be increased, as a result of or in connection with such extension, refunding, renewal or refinancing;
(ii) Debt of any Person that becomes a Subsidiary after the date hereof, and extensions, refundings, renewals and refinancings of any such Debt that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon, plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing); provided, that such Debt exists at the time such Person becomes a Subsidiary of such Loan Party and is not created in contemplation of or in connection with such Person becoming a Subsidiary of such Loan Party;
(iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iv) through (ix);
(iv) Debt in an aggregate outstanding principal amount at any time not exceeding $500.0 million;
(v) other Debt (whether secured or unsecured) to the extent the aggregate principal amount of such Debt together with Debt secured by Liens permitted under Section 5.02(a)(iii) does not exceed an amount equal to the greater of (x) $750.0 million and (y) 10% of Consolidated Tangible Assets of the Reporting Group;
(vi) Debt of any Subsidiary to the Borrower or any Subsidiary thereof; and
(vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. Notwithstanding anything to the contrary set forth above, if any Debt is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 5.02(e).
Subsidiary Debt. The Company will not permit any of its Consolidated Subsidiaries to create or suffer to exist any Debt other than (without duplication) (i) Debt owed to the Company or to a Consolidated Subsidiary of the Company, (ii) Debt existing as of December 31, 2002 and described on Schedule 6J hereto (the "Existing Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt secured by Liens permitted by paragraph 6D, (iv) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized outside the United States, (v) book overdraft amounts outstanding at any time, and (vi) unsecured Debt incurred in the ordinary course of business of the Company's Consolidated Subsidiaries organized in the United States in an aggregate amount at any time outstanding of not more than $25,000,000; provided, that the foregoing limitations shall not be effective as to any such Subsidiary that has entered into a guaranty for the benefit of the Holders of all payment obligations of the Company under this Agreement."
(i) Subsection 7A(v) of Paragraph 7 of the Agreement is amended by inserting the phrase "5I," immediately preceding the phrase "6A, 6B, 6C or 6E".
(j) The defined term "Reinvestment Yield" in Subsection 10A of Paragraph 10 of the Agreement is amended by inserting the phrase "0.50% plus" immediately preceding the phrase "the yield to maturity implied by".
Subsidiary Debt. Permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt other than (without duplication):
(i) Debt owed to the Company or to a Consolidated Subsidiary of the Company,
(ii) Debt existing on the Restatement Date and disclosed to the Lenders prior to the date hereof (the “Existing Debt”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(iii) Debt secured by Liens permitted by Section 5.02(a),
(iv) unsecured Debt incurred in the ordinary course of business of the Company’s Consolidated Subsidiaries organized outside the United States,
(v) unsecured Debt existing at the time of acquisition of any such Subsidiary, or of any business or assets, and not created in contemplation of such acquisition (and any extension, renewal or replacement of such Debt to the extent that the principal amount thereof shall not thereby be increased),
(vi) book overdraft amounts outstanding at any time, and
(vii) other Debt (whether secured or unsecured) in an aggregate principal amount not to exceed at any time outstanding the amount permitted in accordance with Section 5.02(a)(xvii).
Subsidiary Debt. The Company will not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than:
(a) Indebtedness of a Subsidiary outstanding on the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding;
(b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary;
(c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this Agreement;
(d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and Section 9.9;
(e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program permitted pursuant to Section 10.11;
(f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; and
(g) additional Indebtedness of a Subsidiary; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof,
(i) no Default or Event of Default shall exist;
(ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and
(iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20% of Consolidated Net Worth.
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower,
(ii) Debt existing on the Effective Date and described on Schedule 5.02(c) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(iii) Debt incurred by any Subsidiary in respect of securitizations of accounts receivable in an Invested Amount not to exceed $175,000,000 at any time outstanding,
(iv) Debt in an aggregate principal amount that, when aggregated (without duplication) with Debt permitted to be secured by Liens in accordance with Section 5.02(a)(v), does not exceed at any time outstanding an amount equal to 10% of Consolidated Tangible Assets of the Borrower and its Subsidiaries taken as a whole, and
(v) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.
Subsidiary Debt. The Guarantor will not at any time permit the aggregate outstanding principal amount of Debt of the Consolidated Subsidiaries to exceed an amount equal to $750,000,000, provided that for purposes of this Section 5.13, “Debt” shall not include (i) Permitted Acquired Debt of any Consolidated Subsidiary, (ii) Debt of any Consolidated Subsidiary (other than the Borrower) outstanding as of the Closing Date, and any Refinancings thereof, (iii) Debt of the Borrower or (iv) obligations under any Permitted Securitization Transaction, to the extent otherwise constituting Debt.
Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owing to API or any other Subsidiary;
(ii) existing Debt outstanding on the Effective Date, and listed on Schedule 7.02(e) (the “Existing Debt”), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, in whole or in part, the Existing Debt; provided that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing;
(iii) guarantees by any Subsidiary in respect of Debt of any other Subsidiary otherwise permitted under this Section 7.02(e);
(iv) Debt arising under cash management agreements or from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within ten (10) Domestic Business Days of its incurrence;
(v) Debt representing deferred compensation or similar obligations to employees of incurred in the ordinary course of business;
(vi) Debt in respect of (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (ii) letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;
(vii) Debt of ACC so long as its primary activities are of the same general types as those conducted by ACC on the First Amendment Effective Date; and
(viii) Debt in addition to that permitted above, so long as the aggregate outstanding principal amount thereof (but as measured only on the date of each new incurrence of Debt under this clause ...
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Company or to a wholly owned Subsidiary of the Company or under this Agreement or the Notes,
(ii) Debt existing on, or available under lines of credit existing on, the Effective Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of, or amount available under lines of credit constituting, such Existing Debt shall not be increased above the principal amount thereof outstanding or amount available immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing,
(iii) Debt secured by Liens permitted by Section 5.02(a)(ii) aggregating for the Company and all of the Company’s Subsidiaries not more than $25,000,000 at any one time outstanding,
(iv) Debt that, in aggregate with (but without duplication of) all Debt secured by Liens permitted by Section 5.02(a)(viii), does not exceed $100,000,000 at any one time outstanding,
(v) Debt incurred or assumed or acquired by Subsidiaries of the Company organized under the laws of any country other than the United States of America or a State thereof aggregating for all such Subsidiaries of not more than $400,000,000 at any one time outstanding,
(vi) Debt, if any, arising in connection with receivables securitization programs in an aggregate principal amount not to exceed $750,000,000 at any time outstanding (for purposes of this clause (v), the “principal amount” of a receivables securitization program shall mean the Invested Amount),
(vii) obligations of any Subsidiary of the Company organized under the laws of any country other than the United States of America or a State thereof under any Hedge Agreements entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in interest or exchange rates,
(viii) obligations in respect of acceptances, trade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit,
(ix) obligations which in aggregate do not exceed $150,000,000 arising in connection with the administration and operation of cash management services for the Company and any of its Subsidiaries, including ...
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:
(i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower,
(ii) Debt aggregating for all of the Borrower's Subsidiaries not more than $400,000,000 at any one time outstanding, and
(iii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.
Subsidiary Debt. Permit any of its Subsidiaries to create or suffer to exist any Debt other than:
(a) Debt owed to the Borrower or to a Subsidiary of the Borrower or Debt under this Agreement or the Notes;
(b) Debt existing on July 23, 2014 and described on Schedule 6.04;
(c) purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time;
(d) additional Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt incurred pursuant to this clause (d) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens and other obligations subject to such Liens incurred pursuant to Section 6.01(e) shall not exceed, at the time of incurrence of such additional Debt, 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b));
(e) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(f) Debt of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of assets by such Subsidiary in an acquisition permitted hereunder; provided that such Debt shall not have been incurred in contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Borrower;
(g) Debt with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes;
(h) Debt under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation, unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;
(i) Debt deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price, escrow arrangements, earn-outs or si...
