Indebtedness of the Borrower and its Restricted Subsidiaries Clause Samples

Indebtedness of the Borrower and its Restricted Subsidiaries provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, (A) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xiv) shall not exceed an amount equal to the greater of $46,000,000 and 30% of Consolidated EBITDA for the most recently ended Test Period, and (B) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xiv) in respect of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed an amount equal to the greater of $28,750,000 and 18% of Consolidated EBITDA for the most recently ended Test Period;
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Indebtedness of the Borrower and its Restricted Subsidiaries. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) The Obligations; (b) Current accounts payable, accrued expenses and customer advance payments incurred in the ordinary course of business; (c) Specified Transactions (including Seller Subordinated Debt) in the aggregate not to exceed the Basket; (d) Subordinated Debt (other than Seller Subordinated Debt); (e) Indebtedness secured by Permitted Liens (other than those described in items (a) and (i) of the definition of Permitted Liens); (f) Obligations under Interest Hedge Agreements; (g) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any other Restricted Subsidiary, and Indebtedness expressly permitted under Section 7.5 hereof; and (h) Indebtedness representing extensions, renewals, refinancings or replacements (but not increases in principal amounts) of the foregoing.
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Indebtedness of the Borrower and its Restricted Subsidiaries. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) The Obligations; (b) Current accounts payable, accrued expenses and customer advance payments incurred in the ordinary course of business; (c) Senior Unsecured Debt; (d) Capitalized Lease Obligations and secured and unsecured Indebtedness for Money Borrowed in addition to other Indebtedness permitted under this Section 7.1 in an aggregate amount not to exceed $100,000,000; (e) Subordinated Debt; (f) Indebtedness secured by Permitted Liens described in clauses (g), (h) and (j) of the definition of "Permitted Liens"; (g) Obligations under Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (h) Indebtedness of the Borrower or any of its Wholly Owned Restricted Subsidiaries to the Borrower or any other Wholly Owned Restricted Subsidiary, and Indebtedness expressly permitted under Section 7.5 hereof; and (i) Indebtedness representing replacement, renewal, extension, refinancing or refunding of the foregoing; provided, however, that such Indebtedness does not exceed the principal amount of outstanding or committed Indebtedness so replaced, renewed, extended, refinanced or refunded plus financing fees and other expenses associated therewith; provided further, however, that (A) such replacing, renewing, extending, refinancing or refunding Indebtedness shall have no mandatory repayments or redemptions prior to the Indebtedness being replaced, renewed, extended, refinanced or refunded and (B) in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness pari passu to the Obligations hereunder, the replacing, renewing, extending, refinancing or refunding Indebtedness is made pari passu or subordinated to the Obligations hereunder and, in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness subordinated to the Obligations hereunder, the replacing, extending, refinancing or refunding Indebtedness is made subordinate to the Obligations hereunder to substantially the same or a greater extent as the Indebtedness replaced, renewed, extended, refinanced or refunded.
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Indebtedness of the Borrower and its Restricted Subsidiaries provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, (A) the aggregate principal amount of Indebtedness outstanding at any time in reliance on this clause (xiv) shall not exceed an amount equal to the greater of $40,000,000 and 25% of Consolidated EBITDA for the most recently ended Test Period, and (B) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xiv) in respect of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed (together with the aggregate principal amount of Indebtedness incurred by Subsidiaries of the Borrower that are not Loan Parties outstanding at any time in reliance on Section 6.01(a)(xx)) an amount equal to the greater of $20,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period;
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Indebtedness of the Borrower and its Restricted Subsidiaries. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) The Obligations; (b) Current accounts payable, accrued expenses and customer advance payments incurred in the ordinary course of business; (c) Specified Transactions in the aggregate not to exceed the Basket; (d) Indebtedness secured by Permitted Liens (other than those described in items (a) and (i) of the definition of Permitted Liens);
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Indebtedness of the Borrower and its Restricted Subsidiaries. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness except: (a) the Obligations; (b) (i) Subordinated Debt incurred pursuant to the terms of the Subordinated Note Indenture as in effect on the Agreement Date; and (ii) other Subordinated Debt incurred on terms and conditions satisfactory to the Administrative Agent (provided that any Subordinated Debt incurred on terms and conditions substantially similar to the Subordinated Note Indenture shall be deemed satisfactory to the Administrative Agent); provided, in each case, the Net Proceeds (Indebtedness) of such Subordinated Debt are applied pursuant to Section 2.7(b)(v), other than the Net Proceeds (Indebtedness) of any Subordinated Debt incurred to pay all or a portion of the purchase price in connection with an Acquisition or to consummate an Investment, in each case as permitted pursuant to Section 7.6; provided that (i) the Administrative Agent has received prior written notice of the incurrence of such Subordinated Debt at the time of any notice required pursuant to Section 7.6, (ii) such Subordinated Debt is incurred not more than 60 days prior to the consummation of such Acquisition or Investment and (iii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto; and (c) other Indebtedness; provided that (i) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 both before and after giving effect to the incurrence of such Indebtedness, (ii) no Default or Event of Default has occurred and is continuing both before and after giving effect to the incurrence of such Indebtedness, (iii) the Administrative Agent shall have approved the terms and conditions for each incurrence of Indebtedness in excess of $25,000,000.00 and (iv) no such Indebtedness shall be to or on behalf of any Unrestricted Subsidiary or shall be a Guaranty of any Indebtedness of any Unrestricted Subsidiary.
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Related to Indebtedness of the Borrower and its Restricted Subsidiaries

  • Indebtedness of Subsidiaries The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the Closing Date and listed on Schedule 5.15 and any extension, renewal or refunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) Indebtedness of (a) any Subsidiary to any Wholly-Owned Subsidiary, (b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, (c) L▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Co-Obligors to H▇▇▇▇▇ CBI, Limited in the aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent; (c) guaranties by a Subsidiary Guarantor of Indebtedness of the Company; (d) Indebtedness under the Credit Agreement outstanding from time to time; (e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time; (f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature; (g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors; (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Company and its Subsidiaries identified as such on Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under the Credit Agreement, or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (i) Indebtedness of a Subsidiary not otherwise permitted by the preceding clauses (a) through (g), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.11(h) does not exceed 20% of Consolidated Net Worth.

  • Additional Restricted Subsidiaries Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

  • Restricted Subsidiaries The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 10.15 to execute and deliver to the Trustee a supplement to this Indenture substantially in the form of Exhibit A hereto in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior basis, together with an Officer’s Certificate stating that such supplemental indenture is authorized or permitted by this Indenture. Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 12.08, be deemed to refer to all Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 8.03 and Section 12.08.

  • Additional Subsidiaries If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.