Common use of Limitation on Debt and Contingent Indebtedness Clause in Contracts

Limitation on Debt and Contingent Indebtedness. At no time shall the Seller or any Subsidiary incur, create, contract, assume, have outstanding, guarantee or otherwise be or become, directly or indirectly, liable in respect of any Debt or Contingent Indebtedness except: (a) the Obligations; (b) Debt and Contingent Indebtedness existing on the Closing Date and disclosed on Schedule 17.2 hereto, but not any renewals or extensions thereof; (c) trade debt (including, without limitation, trade debt for services provided by an Affiliate), equipment leases, loans for the purchase of equipment used in the ordinary course of the Seller’s business and indebtedness for taxes and assessments not yet due and payable owed in the ordinary course of business; (d) Qualified Subordinated Debt; (e) Permitted Intercompany Payables; (f) Indebtedness, including the Obligations, secured by Permitted Liens and by no other Liens on the Property of the Seller; (g) liabilities as a lessee under leases which have been, or in accordance with GAAP, should be classified as capitalized leases, in an aggregate amount not greater than $5,000,000; (h) with the prior written consent of the Required Buyers (which consent shall not be unreasonably withheld, delayed or conditioned upon fees), Debt under a mortgage warehousing facility, mortgage repurchase facility or off-balance sheet indebtedness under another financing arrangement, provided that the Buyers are given a right of first refusal regarding only similarly structured syndicated mortgage warehousing facilities or mortgage repurchase facilities; and (i) other Debt in an aggregate amount at any time outstanding not greater than $1,000,000.

Limitation on Debt and Contingent Indebtedness. At no time shall the Seller or any Subsidiary incur, create, contract, assume, have outstanding, guarantee or otherwise be or become, directly or indirectly, liable in respect of any Debt or Contingent Indebtedness except: (a) the Obligations; (b) Debt and Contingent Indebtedness existing on the Closing Effective Date and disclosed on Schedule 17.2 hereto, but not any renewals or extensions thereof; (c) trade debt (including, without limitation, trade debt for services provided by an Affiliate), equipment leases, loans for the purchase of equipment used in the ordinary course of the Seller’s business and indebtedness for taxes and assessments not yet due and payable owed in the ordinary course of business; (d) Qualified Subordinated Debt; (e) Permitted Intercompany Payables; (f) Indebtedness, including the Obligations, secured by Permitted Liens and by no other Liens on the Property of the Seller; (g) liabilities as a lessee under leases which have been, or in accordance with GAAP, should be classified as capitalized leases, in an aggregate amount not greater than $5,000,000; (h) with the prior written consent of the Required Buyers (which consent shall not be unreasonably withheld, delayed or conditioned upon fees), Debt under a mortgage warehousing facility, mortgage repurchase facility or off-balance sheet indebtedness under another financing arrangement, provided that the Buyers are given a right of first refusal regarding only similarly structured syndicated mortgage warehousing facilities or mortgage repurchase facilities; and (i) other Debt in an aggregate amount at any time outstanding not greater than $1,000,0004,000,000.

Limitation on Debt and Contingent Indebtedness. At no time shall the Seller or any Subsidiary incur, create, contract, assume, have outstanding, guarantee or otherwise be or become, directly or indirectly, liable in respect of any Debt or Contingent Indebtedness except: (a) the Obligations; (b) Debt and Contingent Indebtedness existing on the Closing Effective Date and disclosed on Schedule 17.2 hereto, but not any renewals or extensions thereof; (c) trade debt (including, without limitation, trade debt for services provided by an Affiliate), equipment leases, loans for the purchase of equipment used in the ordinary course of the Seller’s business and indebtedness for taxes and assessments not yet due and payable owed in the ordinary course of business; (d) Qualified Subordinated Debt; (e) Permitted Intercompany Payables; (f) Indebtedness, including the Obligations, secured by Permitted Liens and by no other Liens on the Property of the Seller; (g) liabilities as a lessee under leases which have been, or in accordance with GAAP, should be classified as capitalized leases, in an aggregate amount not greater than $5,000,000; (h) with the prior written consent of the Required Buyers (which consent shall not be unreasonably withheld, delayed or conditioned upon fees), Debt under a mortgage warehousing facility, mortgage repurchase facility or off-balance sheet indebtedness under another financing arrangement, provided that the Buyers are given a right of first refusal regarding only similarly structured syndicated mortgage warehousing facilities or mortgage repurchase facilities; and (i) other Debt in an aggregate amount at any time outstanding not greater than $1,000,000.