Common use of Indebtedness of any Subsidiary Clause in Contracts

Indebtedness of any Subsidiary. of the Borrower owed to and held by the Borrower or any Guarantor, other Indebtedness of the Borrower owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Borrower's obligations under any Senior Indebtedness and the Senior Subordinated Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (C) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Borrower or any Restricted Subsidiary referred to in this clause (C) to a Person (other than the Borrower or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Borrower or another Subsidiary of the Borrower such that such Guarantor ceases to be a Guarantor, and (iii) the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Borrower or any other Restricted Subsidiary as an Unrestricted Subsidiary; (D) the Guarantees and guarantees by any Guarantor of Indebtedness of the Borrower permitted under this Section 6.01(c); provided, however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness;

Indebtedness of any Subsidiary. of the Borrower owed owing to and held by the Borrower or any Guarantor, other a Subsidiary and Indebtedness of the Borrower owed owing to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance a Subsidiary; (vii) Additional Indebtedness of the Borrower's obligations under any Senior Borrower and its Subsidiaries, including without limitation Indebtedness related to commercial and the Senior Subordinated Notes and Indebtedness documentary letters of a Foreign Restricted Subsidiary credit, standby letters of credit, or otherwise, provided that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (C) shall be deemed to have occurred upon (i) the affirmative and negative covenants and events of default contained in the documents evidencing such additional Indebtedness are not materially more restrictive than those contained in the Loan Documents, (ii) neither a Default nor Event of Default exists at the time such additional Indebtedness is incurred or would result from the incurrence of such additional Indebtedness and (iii) in the event such additional Indebtedness matures or requires any sale principal payment, including pursuant to acceleration, or other disposition mandatory prepayment or redemption, on or prior to the Total Facility Termination Date, the aggregate amount outstanding of such additional Indebtedness which is due (either at maturity or as a principal payment) prior to the Total Facility Termination Date shall not at any time (as determined by the face amount of such Indebtedness where applicable) exceed fifteen percent (15%) of Consolidated Total Assets (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); and (viii) Any guaranty of Indebtedness of the Borrower or any Restricted Subsidiary referred to in this clause (C) to a Person (other than the Borrower or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Borrower or another Subsidiary of the Borrower such that such Guarantor ceases is permitted to be a Guarantor, and incurred pursuant to this Section 8.04. (iiib) Permit at any time the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Borrower or any other Restricted Subsidiary as an Unrestricted Subsidiary; (D) the Guarantees and guarantees by any Guarantor amount of Indebtedness of all Subsidiaries (excluding Securitization Subsidiaries and Saks REMIC Subsidiaries) in the Borrower permitted under this Section 6.01(caggregate to exceed ten percent (10%) of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided, howeverprior to the Borrower's achievement of an Investment Grade Rating and the release of the Guaranty pursuant to Section 11.20, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor this limitation shall be senior only apply to such Guarantor's guarantee of Subordinated Indebtedness;Subsidiaries (other than Securitization Subsidiaries and Saks REMIC Subsidiaries) which are not Guarantors.

Indebtedness of any Subsidiary. of the Borrower owed owing to and held by the Borrower or any Guarantor, other Indebtedness of the Borrower owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Borrower's obligations under any Senior Indebtedness and the Senior Subordinated Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (C) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Borrower or any Restricted Subsidiary referred to in this clause (C) to a Person (other than the Borrower or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Borrower or another Subsidiary of the Borrower such that such Guarantor ceases to be a Guarantor, and (iii) the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Borrower or any other Restricted Subsidiary as an Unrestricted Subsidiary; (Dm) (i) Non-Recourse Debt of the Guarantees Designated Subsidiaries and guarantees by any Guarantor (ii) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business resulting from the sale of securitization of non-admitted assets, policy loans, CBOs and CMOs; (n) Indebtedness of the Strategic Investment Subsidiaries and their respective Subsidiaries, which Indebtedness may be secured by assets of the Strategic Investment Subsidiaries or any of their respective Subsidiaries, provided in no event shall the owner of such Indebtedness have any recourse, directly or indirectly, to the Borrower permitted or any of its Subsidiaries (other than the Strategic Investment Subsidiaries and their respective Subsidiaries) or any of their respective assets; (o) so long as no Event of Default has occurred and is continuing at the time of incurrence thereof, Synthetic Lease Obligations, provided the aggregate Attributable Indebtedness in respect thereof shall not exceed at the time of the incurrence of any thereof 3% of Net Worth as of the end of the fiscal quarter immediately preceding such incurrence; (p) so long as no Event of Default has occurred and is continuing at the time of incurrence thereof, Indebtedness arising in connection with a Permitted Accounts Securitization; (q) Indebtedness in connection with Permitted Transactions entered into by Insurance Subsidiaries; (r) Indebtedness in connection with drawings, to the extent unreimbursed, under this Section 6.01(cletters of credit in connection with Insurance Contracts, Reinsurance Agreement and Retrocession Agreements; (s) Indebtedness incurred in the ordinary course of business by Special Purpose Subsidiaries that hold Insurance Investments to the extent such Indebtedness is non-recourse to the Borrower’s Subsidiaries (other than Special Purpose Subsidiaries); provided, however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness;and