Common use of Borrowings and Guaranties Clause in Contracts

Borrowings and Guaranties. Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, incur, create or have outstanding other contingent obligations (including earn- outs) or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of Borrower and its Subsidiaries owing to Administrative Agent and the Lenders (and their Affiliates), including any extensions, refinancings, modifications, amendments and restatements thereof; -77- (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $30,000,000 in the aggregate at any one time outstanding; (c) obligations of Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Subsidiary to Borrower or another Subsidiary or by Borrower to a Subsidiary in the ordinary course of business; (f) Subordinated Debt in respect of the Seller Note; (g) unsecured Subordinated Debt of Borrower and its Subsidiaries in an amount not to exceed $45,000,000 in the aggregate at any one time outstanding; (h) indebtedness existing on the Closing Date and disclosed on Schedule 7.1 hereto, and any Permitted Refinancing Indebtedness in respect thereof; (i) indebtedness (i) incurred under the Tealstone Seller Notes up to an aggregate principal amount that does not exceed $5,000,000 outstanding at any time and (ii) consisting of amounts in respect of the Tealstone Deferred Payments up to an aggregate amount that does not exceed $7,500,000 outstanding at any time; (j) indebtedness not constituting Indebtedness for Borrowed Money incurred for the acquisition of supplies or inventory on normal trade credit; (k) indebtedness arising in the ordinary course of business with respect to Bonding Agreements; (l) amounts in respect of any “Adjustment Amount” as defined in the Closing Date Acquisition Agreement and owed by Borrower thereunder; (m) other indebtedness of Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; (n) earnout obligations incurred in connection with Permitted Acquisitions; and (o) subject to no Event of Default existing or resulting therefrom and the Borrower shall be in pro forma compliance with Section 7.12 after giving effect thereto, other unsecured Indebtedness of the Borrower or any Subsidiary incurred after the Closing Date; provided that (i) such indebtedness shall not mature earlier than the latest maturity of any Loans outstanding at the time of incurrence of such indebtedness, (ii) such Indebtedness shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Loans,

Borrowings and Guaranties. Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, incur, create or have outstanding other contingent obligations (including earn- outs) or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of Borrower and its Subsidiaries owing to Administrative Agent and the Lenders (and their Affiliates), including any extensions, refinancings, modifications, amendments and restatements thereof; -77- (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $30,000,000 in the aggregate at any one time outstanding; (c) obligations of Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Subsidiary to Borrower or another Subsidiary or by Borrower to a Subsidiary in the ordinary course of business; (f) Subordinated Debt in respect of the Seller Note; (g) unsecured Subordinated Debt of Borrower and its Subsidiaries in an amount not to exceed $45,000,000 in the aggregate at any one time outstanding; (h) indebtedness existing on the Closing Date and disclosed on Schedule 7.1 hereto, and any Permitted Refinancing Indebtedness in respect thereof; (i) indebtedness (i) incurred under the Tealstone Seller Notes up to an aggregate principal amount that does not exceed $5,000,000 outstanding at any time and (ii) consisting of amounts in respect of the Tealstone Deferred Payments up to an aggregate amount that does not exceed $7,500,000 outstanding at any time; (j) indebtedness not constituting Indebtedness for Borrowed Money incurred for the acquisition of supplies or inventory on normal trade credit; (k) indebtedness arising in the ordinary course of business with respect to Bonding Agreements; (l) amounts in respect of any “Adjustment Amount” as defined in the Closing Date Acquisition Agreement and owed by Borrower thereunder; (m) other indebtedness of Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; (n) earnout obligations incurred in connection with Permitted Acquisitions; and (o) subject to no Event of Default existing or resulting therefrom and the Borrower shall be in pro forma compliance with Section 7.12 after giving effect thereto, other unsecured Indebtedness of the Borrower or any Subsidiary incurred after the Closing Date; provided that (i) such indebtedness shall not mature earlier than the latest maturity of any Loans outstanding at the time of incurrence of such indebtedness, (ii) such Indebtedness shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Loans,of

Borrowings and Guaranties. The Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, issue, incur, assume, create create, or have outstanding any Indebtedness for Borrowed Money, incur, create or have outstanding other contingent obligations (including earn- outs) or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability Obligations of the Borrower and its Subsidiaries owing to Administrative Agent the Bank under the Loan Documents and other indebtedness and obligations of the Lenders (and their Affiliates), including any extensions, refinancings, modifications, amendments and restatements thereofBorrower owing to the Bank; -77- (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $30,000,000 1,200,000 in the aggregate at any one time outstanding; (c) obligations of the Borrower or any Subsidiary and its Subsidiaries arising out of interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesspeculation; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time indebtedness of CTI Balloons to time owing National Westminster Bank plc in an aggregate principal amount not to exceed £100,000.00; indebtedness of the Borrower and Flexo to the Individual Guarantors existing on the date hereof in an aggregate principal amount not to exceed $3,035,000 on the date hereof, as reduced by payments thereon, and provided that any Subsidiary to Borrower or another Subsidiary or by indebtedness of the Borrower to a Subsidiary in the ordinary course of businessIndividual Guarantors shall be Subordinated Debt; (f) Subordinated unsecured Intercompany Debt in respect of existing on the Seller Notedate hereof and identified on Schedule 8.7; (g) unsecured Subordinated Intercompany Debt of Borrower and its Subsidiaries incurred after the date hereof in an amount not to exceed $45,000,000 500,000 in the aggregate at any one time outstanding; (h) and unsecured indebtedness existing on the Closing Date and disclosed on Schedule 7.1 hereto, and any Permitted Refinancing Indebtedness in respect thereof; (i) indebtedness (i) incurred under the Tealstone Seller Notes up to an aggregate principal amount that does not exceed $5,000,000 outstanding at any time and (ii) consisting of amounts in respect of the Tealstone Deferred Payments up to an aggregate amount that does not exceed $7,500,000 outstanding at any time; (j) indebtedness not constituting Indebtedness for Borrowed Money incurred for the acquisition of supplies or inventory on normal trade credit; (k) indebtedness arising in the ordinary course of business with respect to Bonding Agreements; (l) amounts in respect of any “Adjustment Amount” as defined in the Closing Date Acquisition Agreement and owed by Borrower thereunder; (m) other indebtedness of Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $25,000,000 100,000 in the aggregate at any one time outstanding; (n) earnout obligations incurred in connection with Permitted Acquisitions; and (o) subject to no Event of Default existing or resulting therefrom and the Borrower shall be in pro forma compliance with Section 7.12 after giving effect thereto, other unsecured Indebtedness of the Borrower or any Subsidiary incurred after the Closing Date; provided that (i) such indebtedness shall not mature earlier than the latest maturity of any Loans outstanding at the time of incurrence of such indebtedness, (ii) such Indebtedness shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Loans,.

Borrowings and Guaranties. The Borrower shall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, incur, create or have outstanding other contingent obligations (including earn- outs) or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debtIndebtedness for Borrowed Money, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Obligations and Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrower and its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates), including any extensions, refinancings, modifications, amendments and restatements thereof; -77- (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $30,000,000 5,000,000 in the aggregate at any one time outstanding; (c) obligations of the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor or by the Borrower to a Subsidiary in the ordinary course of businessGuarantor; (f) unsecured convertible Subordinated Debt in respect up to a maximum principal amount of the Seller Note; (g) unsecured Subordinated Debt of Borrower $75,000,000, as reduced by principal payments made thereon and its Subsidiaries in an amount not equity conversions thereof from time to exceed $45,000,000 in the aggregate at any one time outstanding; (h) indebtedness existing on the Closing Date and disclosed on Schedule 7.1 heretotime, and any Permitted Refinancing Indebtedness in respect thereof; so long as (i) indebtedness (i) incurred under the Tealstone Seller Notes up terms of such debt are satisfactory to an aggregate principal amount that does not exceed $5,000,000 outstanding at any time and the Administrative Agent in all respects, (ii) consisting such debt has a maturity date of amounts no earlier than the Revolving Credit Termination Date, (iii) the proceeds of such debt are applied in respect of the Tealstone Deferred Payments up to an aggregate amount that does not exceed $7,500,000 outstanding at any time; accordance with Section 1.9(b) hereof, (jiv) indebtedness not constituting Indebtedness for Borrowed Money incurred for the acquisition of supplies or inventory on normal trade credit; (k) indebtedness arising in the ordinary course of business with respect to Bonding Agreements; (l) amounts in respect of any “Adjustment Amount” as defined in the Closing Date Acquisition Agreement and owed by Borrower thereunder; (m) other indebtedness of Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; (n) earnout obligations incurred in connection with Permitted Acquisitions; and (o) subject to no Event of Default existing or resulting therefrom and the Borrower shall would be in pro forma compliance with Section 7.12 after giving effect thereto, other unsecured Indebtedness 8.21 as of the last day of most recently completed fiscal quarter as if such indebtedness had been incurred on the first date of the measurement period and (v) no Default or Event of Default has occurred and is continuing; (g) guarantees of the Borrower or any Subsidiary incurred after the Closing Date; provided that Guarantor in respect of Indebtedness for Borrowed Money otherwise permitted under this Section 8.7 (other than subsection (i) such indebtedness shall not mature earlier than the latest maturity of any Loans outstanding at the hereof); (h) Indebtedness for Borrowed Money permitted by Section 8.9(f), as reduced by principal reductions thereof from time of incurrence of such indebtedness, to time; (ii) such Indebtedness shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Loans,i)