Common use of Indebtedness of Subsidiaries Clause in Contracts

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of any Subsidiary of the Guarantor, howsoever evidenced, except: (a) Indebtedness of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (b) Indebtedness of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; (c) Indebtedness secured by a Lien permitted by Section 8.2 hereof; (d) Indebtedness owing to the Guarantor or a Wholly Owned Subsidiary; and (e) Indebtedness not otherwise permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,000. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of any Subsidiary of the GuarantorBorrower, howsoever evidenced, except: (a) Indebtedness of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (b) Indebtedness of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; (c) Indebtedness secured by a Lien permitted by Section 8.2 hereof; (d) Indebtedness owing to the Guarantor Borrower or a Wholly Wholly-Owned Subsidiary; and; (e) Indebtedness not otherwise permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,000350,000,000. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor Borrower or a Wholly Wholly-Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of Permit any Subsidiary of the GuarantorBorrower to create, howsoever evidencedincur, assume or suffer to exist any Indebtedness, except: : (a) Indebtedness of any corporation outstanding at under the time such corporation becomes a Subsidiary and not created in contemplation of such event; Loan Documents; (b) Guarantees in respect of Indebtedness otherwise permitted hereunder of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; Borrower; (c) Indebtedness secured owed by any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Lien Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness permitted by Section 8.2 hereof; (d) Indebtedness owing to the Guarantor or a Wholly Owned Subsidiary7.01(h); and and (e) unsecured Indebtedness, provided that (i) both before and after such Indebtedness not otherwise permitted by is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the foregoing clauses of this Section in an aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at no any time exceeding $450,000,000. The foregoing is subject an amount equal to the further limitations that (i) for purposes 10% of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptionsConsolidated Net Worth.

Indebtedness of Subsidiaries. IncurThe Company will not at any time permit any Subsidiary, directly or indirectly, to create, assume incur, assume, guarantee, have outstanding, or permit to exist otherwise become or remain directly or indirectly liable for, any Indebtedness of any Subsidiary of the Guarantor, howsoever evidenced, exceptother than: (a) Indebtedness of outstanding on the date hereof that is described on Schedule 10.4 and any corporation extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such eventextension, renewal, refunding or refinancing is not increased; (b) Indebtedness of any corporation outstanding at owed to the time such corporation is merged Company or consolidated with or into a Subsidiary and not created in contemplation of such eventWholly Owned Subsidiary; (c) Indebtedness secured by a Lien permitted by Section 8.2 hereofof the Obligors outstanding under this Agreement and the Credit Agreement; (d) Indebtedness owing to of a Subsidiary outstanding at the Guarantor time of its acquisition by the Company, provided that (i) such Indebtedness was not incurred in contemplation of becoming a Subsidiary, (ii) at the time of such acquisition and after giving effect thereto, no Default or a Wholly Owned Subsidiary; andEvent of Default exists or would exist, and (iii) such Indebtedness may not be extended, renewed, refunded or refinanced except as otherwise permitted herein; (e) Indebtedness not otherwise permitted by the foregoing preceding clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,000. The foregoing is subject (a) through (d), provided that immediately before and after giving effect thereto and to the further limitations that application of the proceeds thereof, (i) for purposes no Default or Event of this SectionDefault exists, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and and (ii) Indebtedness permitted by this Section Priority Debt does not include a refunding, renewal or extension exceed 20% of such Indebtedness so that any such new Indebtedness must fall independently within one Consolidated Net Worth (as of the above exceptionsend of the Company’s then most recently completed fiscal quarter).

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of any Subsidiary of the Guarantor71 Borrower, howsoever evidenced, except: (a) Indebtedness of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (b) Indebtedness of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; (c) Indebtedness secured by a Lien permitted by Section SECTION 8.2 hereof; (d) Indebtedness owing to the Guarantor Borrower or a Wholly Wholly-Owned Subsidiary; and; (e) Indebtedness not otherwise permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,000300,000,000. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor Borrower or a Wholly Wholly-Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of any Subsidiary of the GuarantorCompany, howsoever evidenced, except: (a) Indebtedness of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (b) Indebtedness of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; (c) Indebtedness secured by a Lien permitted by Section 8.2 7.02 hereof; (d) Indebtedness owing to the Guarantor Company or a Wholly Owned Subsidiary; (e) Refinancing Indebtedness in respect of Indebtedness permitted by clause (a), (b) or (c) above (other than, in the case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Company or a Wholly Owned Subsidiary); and (ef) Indebtedness not otherwise permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,00015% of Consolidated Net Worth; provided that the sum of the principal amount of Indebtedness incurred in accordance with this clause (f) plus the principal amount of Indebtedness permitted to be secured in accordance with Section 7.02(j) at any time shall not exceed 20% of Consolidated Net Worth. The foregoing is subject to the further limitations limitation that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptionsSubsidiary.

Indebtedness of Subsidiaries. Incur, create, assume or permit to exist any Indebtedness of any Subsidiary of the GuarantorBorrower, howsoever evidenced, except: (a) Indebtedness of any corporation outstanding at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (b) Indebtedness of any corporation outstanding at the time such corporation is merged or consolidated with or into a Subsidiary and not created in contemplation of such event; (c) Indebtedness secured by a Lien permitted by Section 8.2 hereof; (d) Indebtedness owing to the Guarantor Borrower or a Wholly Owned Subsidiary; and (e) Indebtedness not otherwise permitted by the foregoing clauses of this Section in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding $450,000,000. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor Borrower or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.