Common use of Indebtedness of Non-Guarantor Subsidiaries Clause in Contracts

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Date and set forth on Schedule 6.01 and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Date and set forth on Schedule 6.01 and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Effective Date and set forth on Schedule 6.01 (provided that to the extent that any change occurs between the Effective Date and the Closing Date solely with respect to Indebtedness of a Non-Guarantor Subsidiary that such Non-Guarantor Subsidiary is not prohibited from incurring pursuant to the terms of the Merger Agreements (as each of them is in effect on the date hereof) which would make the contents of Schedule 6.01 to be incomplete as of the Closing Date as a result thereof, the Borrower may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date without any requirement for any amendment or consent by the Administrative Agent or any Lender) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Effective Date and set forth on Schedule 6.01 (provided that to the extent that any change occurs between the Effective Date and the Closing Date solely with respect to Indebtedness of a Non-Guarantor Subsidiary that is permitted to be incurred by such Non-Guarantor Subsidiary pursuant to the terms of the Existing Credit Agreement, the EPB Credit Agreement or the KMP Credit Agreement, as applicable (as each of them is in effect on the date hereof) which would make the contents of Schedule 6.01 to be incomplete as of the Closing Date as a result thereof, the Borrower may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date without any requirement for any amendment or consent by the Administrative Agent or any Lender) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to createin an aggregate principal amount, incur or assume Indebtedness other than when combined with the following: (a) Indebtedness existing as of the Closing Date and set forth on Schedule 6.01 and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the aggregate principal amount of Indebtedness refinanced outstanding under clause (plus s)(iii) of this Section 7.2, not to exceed the greater of (i) $341,000,000 and (ii) the amount of penalties37.5% of Consolidated EBITDA, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of the refinancing; such incurrence, at any one time outstanding[Reserved]; (bl) Indebtedness owing to of the Borrower or any of its Subsidiaries; Restricted Subsidiaries in respect of workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid, customs, government, appeal and surety bonds, completion guaranties and other obligations of a similar nature, in each case in the ordinary course of business; (cm) Indebtedness that is incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or Disposition of any business, assets or Subsidiary; (or wasn) secured Indebtedness supported by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refunda Letter of Credit, extend, refinance or otherwise replace such Indebtedness; provided, that in a principal amount not in excess of the principal stated amount of such Indebtedness does not exceed the principal amount Letter of Indebtedness refinanced Credit;[Reserved]; (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (io) Indebtedness attaching to any property or asset prior to the acquisition thereof issued in lieu of cash payments of Restricted Payments permitted by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor SubsidiarySection 7.6; provided that such Indebtedness was not is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;[Reserved]; (p) Indebtedness of the Borrower or any Restricted Subsidiary constituting (i) Additional Obligations (other than Additional Obligations incurred in contemplation reliance on the Maximum Incremental Facilities Amount) in an aggregate principal amount not to exceed, together with the aggregate principal amount of New Loan Commitments established pursuant to Section 2.25(a)(y), the greater of $909,000,000 or 100% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate, (ii) Permitted Debt Exchange Notes in respect of Indebtedness incurred pursuant to Section 2.25(a)(y), (iii) Permitted Refinancing Obligations in respect of Indebtedness incurred pursuant to Section 2.25(a)(y), (iv) Rollover Indebtedness incurred in respect of Indebtedness incurred pursuant to this Section 2.25(a)(y) and (v) Permitted Refinancings in respect of Indebtedness incurred pursuant to the preceding clauses (i) through (iv);[Reserved]; (q) Indebtedness of the Borrower or any Subsidiary Guarantor as an account party in respect of trade letters of credit issued in the ordinary course of business[Reserved]; (r) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such acquisition or such Person becoming a Non-Guarantor Subsidiary, as insurance company in the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount ordinary course of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiariesbusiness; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.104 [[6103614]]

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Date and set forth on Schedule 6.01 and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens ▇▇▇▇▇ permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor 70 Revolving Credit Facility Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.

Indebtedness of Non-Guarantor Subsidiaries. The Borrower will not permit any Subsidiary that is not a Guarantor (each a “Non-Guarantor Subsidiary”) to create, incur or assume Indebtedness other than the following: (a) Indebtedness existing as of the Closing Date and set forth on Schedule 6.01 and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of the refinancing; (b) Indebtedness owing to the Borrower or its Subsidiaries; (c) Indebtedness that is (or was) secured by Liens permitted pursuant to Section 6.02(b) or (c) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such 73 Revolving Credit Facility Indebtedness; provided, that the principal amount of such Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (i) Indebtedness attaching to any property or asset prior to the acquisition thereof by any Non-Guarantor Subsidiary or of, or attaching to any property or asset of, any Person that becomes a Non-Guarantor Subsidiary after the date hereof prior to the time such Person becomes a Non-Guarantor Subsidiary, in each case, outstanding prior to the acquisition of such property or asset or such Person becoming a Non-Guarantor Subsidiary; provided that such Indebtedness was not incurred in contemplation of or in connection with such acquisition or such Person becoming a Non-Guarantor Subsidiary, as the case may be and (ii) and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); (e) Indebtedness of Foreign Subsidiaries; and (f) Indebtedness of Non-Wholly-owned Subsidiaries.