Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the date hereof; (b) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000.

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on obligations under the date hereofLoan Documents; (b) any other Indebtedness existing on the Effective Date and described in Part A of Schedule 2 (and any Subsidiary Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Borrower or any Wholly-Owned SubsidiaryEffective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewithsecured by Liens permitted under Section 7.03(g); (d) Guarantees Indebtedness secured by Liens permitted under Section 7.03(e) and (f), provided the amount of such Indebtedness at any Subsidiary of Indebtedness time outstanding does not exceed 35% of the Borrower lower of cost (determined on an average cost basis) or any Wholly-Owned Subsidiary to market value of the extent such Indebtedness is permitted under this AgreementBorrower’s real estate or inventory, respectively; (e) reimbursement obligations with Indebtedness in respect to of documentary letters of credit obtained incurred in the ordinary course of business; (f) Indebtedness current liabilities, other than for borrowed money, incurred in respect the ordinary course of Capital Leasesbusiness; and (g) other unsecured Indebtedness incurred after the Effective Date in an aggregate outstanding principal amount not to exceed at any time exceeding the greater of (i) $100,000,000150,000,000 and (ii) 10% of Tangible Net Worth.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Subsidiary of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) Indebtedness existing on of the date hereofSubsidiaries under the Subsidiary Guaranty; (bii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interestCompany, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent provided such Indebtedness is permitted under not incurred by the Company in violation of this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (fiii) Indebtedness in respect of Capital Leases; andobligations secured by Customary Permitted Liens; (giv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to any wholly-owned Subsidiary, or (c) from Lealxxx Xxxance Company B.V., a Netherlands corporation and wholly-owned Subsidiary of the Borrower, to any Subsidiary (other Indebtedness incurred after the Effective Date than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $100,000,000.20,000,000 at any time; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent;

Subsidiary Indebtedness. The Borrower Parent will not permit any Restricted Subsidiary to create, incur, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the date hereofObligations; (b) Indebtedness of any Restricted Subsidiary to the Borrower Parent or any Wholly-Owned other Restricted Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Person that becomes a Restricted Subsidiary outstanding on after the Effective Date to date hereof; provided that such Indebtedness existed at the extent the amount of Indebtedness so incurred is time such Person becomes a Restricted Subsidiary and was not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in contemplation of or in connection therewithwith such Person becoming a Restricted Subsidiary; (d) Guarantees by any Subsidiary refunding or refinancing of any Indebtedness referred to in clause (c) above; provided that the amount of such Indebtedness is not increased and the maturity thereof is not extended; (e) Indebtedness of any Restricted Subsidiary that has guaranteed the Borrower or Obligations pursuant to a guarantee agreement that is an unlimited guaranty of payment and otherwise substantially similar to the Guaranty; and (f) other Indebtedness in an aggregate principal amount outstanding at any Wholly-Owned time not exceeding 20% of Consolidated Net Worth at such time. For purposes of this Section 6.11, Indebtedness of Restricted Subsidiaries shall include Recourse Debt of any Unrestricted Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect recourse to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000a Restricted Subsidiary.

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the date hereof; (b) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date October 27, 2017 to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced refinanced, plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date October 27, 2017 in an aggregate amount not to exceed $100,000,000.

Subsidiary Indebtedness. The Borrower will Permit (whether or not permit otherwise permitted under Section 6.9) any Significant Subsidiary to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness or Guaranty Obligation, except: except (a) Indebtedness existing and Guaranty Obligations in existence on the date hereof; Closing Date, (b) Indebtedness of any the Subsidiary to the Borrower or any Wholly-Owned Subsidiary; Guaranty, (c) any Indebtedness incurred owed to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interestBorrower or another Restricted Subsidiary, fees and premiums incurred in connection therewith; (d) Guarantees Capital Lease and purchase money obligations of a Restricted Subsidiary in respect of Property used by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; that Subsidiary, (e) reimbursement obligations with respect to letters of credit obtained Indebtedness permitted under Section 6.9(d) and (f) other Indebtedness incurred in the ordinary course of business; (f) business not in excess, with respect to any Significant Subsidiary, of $500,000 provided that, in addition thereto, ANJI may incur Indebtedness in respect and Guaranty Obligations consisting of Capital Leases; and (g) other Indebtedness incurred after the Effective Date a pledge of funds by ANJI which are in an aggregate principal amount outstanding at any time not to exceed in excess of $100,000,0002,500,000 and which are deposited with the Casino Reinvestment Development Authority (or a trustee) in support of bonds issued by the Casino Reinvestment Development Authority."

Subsidiary Indebtedness. The Borrower Parent will not permit any Restricted Subsidiary to create, incur, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the date hereofObligations; (b) Indebtedness of any Restricted Subsidiary to the Borrower Parent or any Wholly-Owned other Restricted Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Person that becomes a Restricted Subsidiary outstanding on after the Effective Date to date hereof; provided that such Indebtedness existed at the extent the amount of Indebtedness so incurred is time such Person becomes a Restricted Subsidiary and was not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in contemplation of or in connection therewithwith such Person becoming a Restricted Subsidiary; (d) Guarantees by any Subsidiary refunding or refinancing of any Indebtedness referred to in clause (c) above; provided that the amount of such Indebtedness is not increased (plus the amount of any reasonable premium, fees and expenses incurred in connection with such refunding or refinancing); (e) Indebtedness of any Restricted Subsidiary that has guaranteed the Borrower Obligations pursuant to a guarantee agreement that is an unlimited guaranty of payment and otherwise substantially similar to the Guaranty; and (f) other Indebtedness in an aggregate principal amount not exceeding (when created, incurred or assumed) 20% of Consolidated Net Worth at such time. For purposes of this Section 6.11, Indebtedness of Restricted Subsidiaries shall include Recourse Debt of any Wholly-Owned Unrestricted Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect recourse to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000a Restricted Subsidiary.

Subsidiary Indebtedness. The Borrower will not permit any ----------------------- Subsidiary to at any time create, incurassume, assume incur or permit to exist guarantee or otherwise be liable for any Indebtedness, exceptIndebtedness other than: (a) Indebtedness existing on the date hereof; (b) A. Indebtedness of any a Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred acquired after the Effective Date that is outstanding at the time of the respective acquisition, but only if the principal amount of such Indebtedness was not increased immediately prior to such acquisition or thereafter; and B. unsecured Indebtedness not otherwise permitted pursuant to clause (A) above, provided, that the sum (without duplication) of the aggregate unpaid -------- principal amount of all (i) Indebtedness of Subsidiaries (excluding Indebtedness of the type described in an clause (A) above), plus (ii) Indebtedness secured by Liens, plus (iii) Indebtedness incurred in connection with, or related to, sale / leaseback transactions, plus (iv) Indebtedness related to Permitted Accounts Receivable Financing Facilities exceeding 45% of the initial aggregate amount not to book value thereof does not, at the time of incurrence thereof, exceed $100,000,00020% of Consolidated Net Worth.

Subsidiary Indebtedness. The Borrower will not permit Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, Indebtedness except: (a) Indebtedness existing on in connection with the date hereofSale and Leaseback; (b) in the case of any Subsidiary that is a Borrower, Indebtedness not prohibited under any other Section of this Agreement; (c) Indebtedness of any Subsidiary the proceeds of which are used by such Subsidiary to make secured loans to consignors, dealers or clients in the ordinary course of business of the Borrowers and their subsidiaries and in a manner that is consistent with established practices pursuant to the auction finance business of the Borrowers and their subsidiaries; (d) Indebtedness of any Subsidiary to the Borrower another Subsidiary or any Wholly-Owned SubsidiaryBorrower; (ce) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date date hereof or available to any Subsidiary under credit facilities existing on the extent the amount of Indebtedness so incurred is date hereof, not in excess of $20,000,000 in the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations aggregate with respect to letters of credit obtained in the ordinary course of business;all Subsidiaries; and (f) Indebtedness in respect other Indebtedness, provided that the aggregate principal amount of Capital Leases; and (g) all such other Indebtedness incurred after the Effective Date in an aggregate amount of all Subsidiaries outstanding at any time (excluding amounts permitted under clauses (a) through (e) above) does not to exceed $100,000,00010% of Consolidated Net Worth at such time.

Subsidiary Indebtedness. The Borrower will shall not permit any Subsidiary of its Subsidiaries to create, incur, assume or permit to exist any Indebtedness, incur Indebtedness except: (ai) Indebtedness existing on the date hereofdescribed in Schedule 9.8 annexed hereto; (ii) Indebtedness secured by purchase money liens in accordance with Section 9.1(a)(iii)(A) and (B), so long as the aggregate principal amount of such Indebtedness does not exceed $50,000,000 at any one time outstanding; (a) funding activities relating to the mortgage business of StanCorp Mortgage Investors, (b) Indebtedness of surplus notes issued by any Insurance Subsidiary to the Borrower or Borrower, on terms and conditions (including subordination provisions) customary for transactions of this type in the insurance industry, provided that the aggregate principal amount thereof shall not exceed $300,000,000 in the aggregate at any one time outstanding, and (c) other types of intercompany debt between Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees Subsidiaries and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any between a Wholly-Owned Subsidiary to and the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained Borrower incurred in the ordinary course of business; (fiv) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Hedge Agreement; provided, that such obligations are (or were) entered into by such Subsidiary in respect the ordinary course of Capital Leasesbusiness for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary and not for purposes of speculation; and (gv) other Indebtedness incurred after of the Effective Date Subsidiaries in an aggregate amount not to exceed $100,000,0005% of Consolidated Net Worth.

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the date hereof; (b) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced refinanced, plus any interest, fees and premiums incurred in connection therewith; (d) [Intentionally omitted.]; (e) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (ef) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (fg) Indebtedness in respect of Capital Leases; and (gh) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,00010% of Consolidated Tangible Net Worth at the time such Indebtedness is incurred.

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the date hereof;; AMERICAS/2024323487.9 (b) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000.

Subsidiary Indebtedness. The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the date hereof; (b) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced refinanced, plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreement; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000.

Subsidiary Indebtedness. The As of the end of each fiscal quarter, the Borrower will not permit any Subsidiary to create, incur, assume or permit to exist have outstanding any Indebtedness, except: (a) the Obligations; (b) Indebtedness existing on the Effective Date and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof (other than for accrued interest, premiums, costs and expenses); provided, however, that if the principal amount of such Indebtedness is increased (other than for accrued interest, premiums, costs and expenses), Indebtedness up to the original principal amount outstanding on the date hereofhereof shall be permitted under this clause (b), with any increased Indebtedness to be permitted only if permitted under a subsequent clause of this Section 6.08; (bc) Indebtedness of any Subsidiary to the Borrower or any Wholly-Owned other Subsidiary; (c) any Indebtedness incurred to refinance any Indebtedness of any Subsidiary outstanding on the Effective Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced plus any interest, fees and premiums incurred in connection therewith; (d) Guarantees Support Obligations by any Subsidiary of Indebtedness of the Borrower or any Wholly-Owned Subsidiary to the extent such Indebtedness is permitted under this Agreementother Subsidiary; (e) reimbursement obligations with respect to letters of credit obtained in the ordinary course of business; (f) Indebtedness in respect of Capital Leases; and (g) other Indebtedness incurred after the Effective Date in an aggregate amount not to exceed $100,000,000.