Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and its Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness secured by Liens permitted under Section 9.03(b), 9.03(c), 9.03(d), 9.03(e), 9.03(h), 9.03(l) and 9.03(m), but only to the extent of the Indebtedness related thereto; (c) Indebtedness existing on the Closing Date and set forth on Schedule 9.05(c) of the Disclosure Letter; (d) unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed [*****]; (e) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in the ordinary course of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and (g) intercompany Indebtedness (i) among the Borrower Parties and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and its Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness secured by Liens permitted of any of the types described under Section 9.03(bclauses (b), 9.03(c(c), 9.03(d(d), 9.03(e(e), 9.03(h(h), 9.03(l(l) and 9.03(m)(m) of the definition of Permitted Liens, but only to the extent of the Indebtedness related thereto; (c) Indebtedness existing on the First Closing Date and set forth on Schedule 9.05(c) of to the Disclosure Letter; (d) unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed [*****]$250,000; (e) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in the ordinary course of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and; (gf) intercompany Indebtedness (i) among the Borrower Parties and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment Party and (iii) owing by any Borrower Party to any Foreign Subsidiary that is a Guarantor; (g) any Bridge Financings in an aggregate principal amount at any time outstanding not to exceed $5,000,000; and (h) Indebtedness arising out of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Revolving Credit Facility.

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and its Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness under the Existing Loan Agreement, as in effect on the date hereof, in an aggregate principal amount not to exceed (i) the aggregate principal amount outstanding on the date hereof less (ii) any reduction or repayment thereof expressly required pursuant to Section 3.01(a) of the Existing Loan Agreement, as in effect on the date hereof; (c) Indebtedness secured by Liens permitted under Section 9.03(b10.03 other than Section 10.03(b) (but, in the case of Liens permitted under Section 10.03(a), 9.03(c), 9.03(d), 9.03(e), 9.03(h), 9.03(l) and 9.03(m), but only to the extent of the Indebtedness related thereto; (c) Indebtedness existing on the Closing Date and set forth on Schedule 9.05(c) of the Disclosure Letter); (d) any other Indebtedness of Borrower, which by its terms (or by the terms of any agreement governing such Indebtedness) is fully subordinated in right of payment to the Loans; (e) capital leases and leasehold improvements consistent with past practices; or (f) other unsecured Indebtedness in an aggregate principal amount at any time outstanding of Borrower not to exceed [*****]; (e) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in the ordinary course of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and (g) intercompany Indebtedness (i) among the Borrower Parties and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Limitation on Additional Indebtedness. Neither Borrower nor any of its Subsidiaries shall, directly or indirectly, incur or suffer to exist any Indebtedness; provided that Borrower and its Subsidiaries may incur: (a) Indebtedness under this Agreement; (b) Indebtedness secured by Liens permitted under Section 9.03(b), 9.03(c), 9.03(d), 9.03(e), 9.03(h), 9.03(l) and 9.03(m), but only to the extent of the Indebtedness related thereto; (c) Indebtedness existing on the Closing Date and set forth on Schedule 9.05(c) of the Disclosure Letter; provided that the amounts outstanding under that certain WellsOne Commercial Card Express Agreement, dated as of December 21, 2010, by and between Raptor Therapeutics Inc. and ▇▇▇▇▇ Fargo Bank, N.A., as amended December 8, 2011, may be increased up to [*****]; (d) unsecured Indebtedness in an aggregate principal amount at any time outstanding not to exceed [*****]; (e) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in the ordinary course of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and; (g) intercompany Indebtedness (i) among the Borrower Parties and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party; and (h) the Convertible Notes in an aggregate principal amount not to exceed $60,000,000 (not including for the avoidance of doubt, any interest, fees or other expenses owed thereunder) under the Convertible Indebtedness Documents, as in effect on the Amendment Effective Date. [*****] Raptor Pharmaceutical Corp. Certain information in this document has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 under the Securities Exchange Act of 1934omitted portions.

Limitation on Additional Indebtedness. Neither Borrower nor (a) Holdings shall not, and shall not permit any of its Subsidiaries shallRestricted Subsidiary to, directly or indirectly, incur or suffer to exist any Indebtedness (including Acquired Indebtedness); provided that Borrower and its Subsidiaries Holdings, the Issuers or any Subsidiary Guarantor may incur: incur additional Indebtedness (a) Indebtedness under this Agreement;including Acquired Indebtedness), in each case, if, after giving effect thereto on a pro forma basis (including giving pro forma effect to the application of the proceeds thereof), Holdings’ Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). (b) Indebtedness secured by Liens permitted under Section 9.03(b)Notwithstanding the above, 9.03(c), 9.03(d), 9.03(e), 9.03(h), 9.03(l) and 9.03(m), but only to the extent each of the following incurrences of Indebtedness related thereto;shall be permitted (the “Permitted Indebtedness”): (c1) Indebtedness existing on of Holdings, the Closing Date and set forth on Schedule 9.05(c) of the Disclosure Letter; (d) unsecured Indebtedness Issuers or any Subsidiary Guarantor under one or more Debt Facilities in an aggregate principal amount (or accreted value, as applicable) at any time outstanding outstanding, including the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) and any guarantees thereunder not to exceed [*****]; the sum of (ea) other unsecured Indebtedness which does not represent borrowed money, capital leases or purchase money obligations in an aggregate principal amount at any time outstanding not to exceed $[*****], provided such was incurred in 375.0 million and (b) the ordinary course greater of business; (f) Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted by any of the foregoing clauses of this Section 9.05, provided that such Indebtedness is not increased and is not secured by any additional assets; and (g) intercompany Indebtedness (i) among the Borrower Parties $400.0 million and (ii) owing by any Foreign Subsidiary to any other Foreign Subsidiary or any Borrower Party. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment the Borrowing Base determined as of certain portions the time of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.incurrence;