Common use of Total Indebtedness for Money Borrowed Clause in Contracts

Total Indebtedness for Money Borrowed. Create, incur, assume, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness for Money Borrowed, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness for Money Borrowed existing on the date of this Agreement and listed on Exhibit 8.2.3; refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, event of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (iii) the Senior Secured Noteholder Obligations; (iv) Permitted Purchase Money Indebtedness; (v) Indebtedness for Money Borrowed of any Subsidiary to Borrower or any Subsidiary Guarantor or of Borrower to any Subsidiary Guarantor; (vi) Subordinated Debt; and (vii) such other Indebtedness for Money Borrowed that Borrowers and their Subsidiaries are permitted to incur pursuant to the Senior Secured Notes Indenture.

Total Indebtedness for Money Borrowed. Create, incur, assume, issue, or suffer to exist, or permit any Subsidiary of any Borrower to create, incur incur, assume, issue, or suffer to exist, any Indebtedness for Money Borrowed. Notwithstanding the foregoing, except:the Borrowers may create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, or suffer to exist (without duplication): (ia) Obligations owing to the Administrative Agent or any Lender under this Agreement or any of the other Loan Documents; (iib) Indebtedness for Money Borrowed under the Fleet Credit Agreement; (c) Indebtedness for Money Borrowed existing on the date of this Agreement and listed on Exhibit 8.2.3; Schedule 9.03(c) and any renewals, extensions, refinancings or renewals replacements thereof; provided that , but only if (Aa) the principal amount of such new Indebtedness for Money Borrowed does not exceed the principal amount of the existing Indebtedness for Money Borrowed at the time of such transaction, and (b) such new Indebtedness for Money Borrowed does not contain terms materially more restrictive to Borrowers and their Subsidiaries than those contained in the existing Indebtedness for Money Borrowed; (d) the Subordinated Note Debt and the Convertible Subordinated Debt; (e) Subordinated Debt (other than the Subordinated Note Debt and the Convertible Subordinated Debt), so long as the aggregate principal amount of such Subordinated Debt does not exceed $5,000,000 at any such refinancing time; (f) Permitted Purchase Money Indebtedness is and Permitted Capital Lease Obligations, in an aggregate principal amount not greater than the aggregate principal amount in excess of the Indebtedness being renewed or refinanced, plus the amount $300,000; (g) guaranties of any premiums required Indebtedness permitted under this Section 9.03; provided that in the case of any Subordinated Debt such guaranties are subordinated to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, event of default, subordination and other provisions thereof Obligations (including any guarantees guaranty thereof) shall be, in the aggregate, no less favorable on terms satisfactory to the Lenders than those contained in the Indebtedness being renewed or refinancedAdministrative Agent; (iiih) the Senior Secured Noteholder Obligations;Indebtedness for Money Borrowed in respect of intercompany loans permitted under Section 9.02(e) and (f); and (iv) Permitted Purchase Money Indebtedness; (vi) Indebtedness for Money Borrowed of any Foreign Subsidiary in an aggregate amount for all of the Foreign Subsidiaries not to Borrower or exceed $1,000,000 at any Subsidiary Guarantor or of Borrower to any Subsidiary Guarantor; (vi) Subordinated Debt; and (vii) such other Indebtedness for Money Borrowed that Borrowers and their Subsidiaries are permitted to incur pursuant to the Senior Secured Notes Indenturetime outstanding.

Total Indebtedness for Money Borrowed. Create, incur, assume, or ------------------------------------- suffer to exist, or permit any Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness for Money Borrowed, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsAgreement; (iiA) Indebtedness for Money Borrowed Debt of Borrower to any Subsidiary of Borrower, and (B) Debt of the Subsidiaries of Borrower to Borrower which when aggregated may not exceed $5,000,000 (less the aggregate book value of Property theretofore transferred by Borrower to its Subsidiaries pursuant to subsection 8.2.9(ii)) at any time; (iii) Debt existing on the date of this Agreement and listed on Exhibit 8.2.3.; refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, event of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (iii) the Senior Secured Noteholder Obligations;-------------- (iv) Permitted Purchase Money Indebtedness, provided that in any -------- fiscal year Borrower may not incur any such Indebtedness in excess of $12,500,000 plus, in fiscal year 2001 and each fiscal year thereafter, the unused portion of such amount for the immediately preceding fiscal year; (v) Indebtedness for Money Borrowed Guaranties of any Subsidiary to Borrower or any Subsidiary Guarantor or of Borrower to any Subsidiary GuarantorIndebtedness permitted hereunder; (vi) Subordinated DebtContingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (vii) To the extent not mentioned above, trade payables, accruals and accounts payable in the ordinary course of business not for Money Borrowed; (viii) Debt in respect of Hedge Agreements entered into in the ordinary course of business; and (viiix) such other Indebtedness for Money Borrowed that Borrowers and their Subsidiaries are permitted to incur pursuant to not included in paragraphs (i) through (vi) above which does not exceed at any time, in the Senior Secured Notes Indentureaggregate, the sum of $35,000,000.

Total Indebtedness for Money Borrowed. Create, incur, assume, or suffer to exist, or permit any Restricted Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness for Money Borrowed, except: (i) Obligations owing to Agent Agent, any Lender or any Affiliate of any Lender or Agent under this Agreement or any of the other Loan Documents; (ii) Indebtedness for Money Borrowed Borrowed, including without limitation Subordinated Debt, existing on the date of this Agreement and listed on Exhibit 8.2.3; , any renewals, replacements, refinancings or renewals extensions thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, event of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (iii) the Senior Secured Noteholder Obligations; (iv) Permitted Purchase Money Indebtedness; (iv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (v) Guaranties of any Indebtedness for Money Borrowed permitted hereunder; (vi) Indebtedness for Money Borrowed of any Subsidiary to Borrower or any Subsidiary Guarantor or of Borrower to any Subsidiary Guarantor; permitted under subsections 8.2.2(v) and (vi) Subordinated Debt; and); (vii) such other Indebtedness for Money Borrowed that Borrowers and their Subsidiaries are permitted to incur outstanding pursuant to the Senior Secured Notes Indenture.Redeemable Subordinated Notes; (viii) Indebtedness for Money Borrowed outstanding pursuant to the Member Notes; (ix) reimbursement obligations owing with respect to the B of A LCs and with respect to documentary letters of credit;

Total Indebtedness for Money Borrowed. Create, incur, assume, or suffer to exist, or permit any Restricted Subsidiary of any Borrower to create, incur or suffer to exist, any Indebtedness for Money Borrowed, except: (i) Obligations owing to Agent Agent, any Lender or any Affiliate of any Lender or Agent under this Agreement or any of the other Loan Documents; (ii) Indebtedness for Money Borrowed Borrowed, including, without limitation, Subordinated Debt, existing on the date of this Agreement and listed on Exhibit 8.2.3; , any renewals, replacements, refinancings or renewals extensions thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, event of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (iii) the Senior Secured Noteholder Obligations; (iv) Permitted Purchase Money Indebtedness; (iv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (v) Guaranties of any Indebtedness for Money Borrowed permitted hereunder; (vi) Indebtedness for Money Borrowed of any Subsidiary to Borrower or any Subsidiary Guarantor or of Borrower to any Subsidiary Guarantorpermitted under subsections 8.2.2(v) and (vi); (vivii) Indebtedness for Money Borrowed outstanding pursuant to the Redeemable Subordinated DebtNotes; (viii) Indebtedness for Money Borrowed outstanding pursuant to the Member Notes; (ix) reimbursement obligations owing with respect to the B of A LCs and with respect to documentary letters of credit; (x) Indebtedness for Money Borrowed arising out of performance or surety bonds in the ordinary course of business; (xi) Indebtedness for Money Borrowed arising out of Derivative Obligations; (xii) Indebtedness for Money Borrowed in respect of sale and leaseback transactions not prohibited by the terms hereof involving existing facilities; (xiii) Indebtedness for Money Borrowed in respect of deferred compensation, incentive plans and similar arrangements; (xiv) Member Guaranties in an aggregate amount outstanding at any time not to exceed $10,000,000 less the aggregate amount of Member Loans outstanding at such time; (xv) Manchester Mortgage Indebtedness; and (viixvi) such other Indebtedness for Money Borrowed that Borrowers and their Subsidiaries are permitted to incur pursuant to not included in paragraphs (i) through (xv) above which does not exceed at any time, in the Senior Secured Notes Indentureaggregate, the sum of $1,000,000." [CHANGED ITEMS UNDERSCORED]