Common use of Indebtedness and Contingent Obligations Clause in Contracts

Indebtedness and Contingent Obligations. Create, incur, assume or suffer to exist any Indebtedness or Contingent Obligation, EXCEPT: (a) existing Indebtedness and Contingent Obligations disclosed on Schedule 7.12A and any Indebtedness or Contingent Obligation existing on the Closing Date in an amount less than $500,000, in the aggregate; (b) Indebtedness and Contingent Obligations in favor of the Lenders or the Administrative Agent under the Loan Documents; (c) Indebtedness of Borrowers and their Restricted Subsidiaries to and Contingent Obligations of Borrowers and their Restricted Subsidiaries in favor of , the Company or any Borrower, so long as any such Indebtedness is documented under by a Drop-Down Note Pledge and Security Agreement or otherwise evidenced in a manner satisfactory to the Administrative Agent, and (except in the case of the Borrowers, LEP Canada and its Canadian Subsidiaries), is secured pursuant to a Drop-Down Note Pledge and Security Agreement; (d) Indebtedness secured solely by real property, equipment and fixtures; (e) Indebtedness to Representative Agents and Contractors for services rendered; (f) Indebtedness to Contractors incurred in connection with the advance payment by such Contractors of vehicle insurance premiums to the Company or any of its Subsidiaries; (g) purchase money Indebtedness and Capital Lease obligations in an amount which does not exceed $30,000,000; (h) other Indebtedness or Contingent Obligation with an aggregate face amount not to exceed $10,000,000, so long as such Indebtedness or Contingent Obligation is unsecured, and the aggregate of all principal, interest, and fee payments due thereunder in any Fiscal Year does not exceed $2,000,000; (i) interest rate and currency hedging agreements and arrangements on commercially reasonable terms; (j) Contingent Obligations of the Company or any of its Subsidiaries under the U.N. Guaranty; (k) Indebtedness and Contingent Obligations of LEP UK to the lenders described on Schedule 7.12B (but not any refinancings thereof); and (l) Subordinated Obligations incurred when no Default or Event of Default exists..

Indebtedness and Contingent Obligations. CreateWithout the prior written consent of the Required Lenders, Borrower shall not, nor shall it permit any Material Subsidiary to, create, incur, assume or assume, suffer to exist or otherwise become or remain directly or indirectly liable (including without limitation, liability incurred as a general partner or joint venturer) with respect to any Indebtedness or Contingent ObligationObligations, EXCEPTother than: (ai) existing Indebtedness under this Agreement and under the other Loan Documents; (ii) Indebtedness outstanding on the Effective Date and specifically disclosed on Schedule 7.2; (iii) Capitalized Lease Obligations which, in the aggregate, have a net present value (as determined in accordance with GAAP) of all future lease payment obligations that is less than $15,000,000; (iv) other Contingent Obligations with respect to obligations (other than Indebtedness) of Borrower's Material Subsidiaries, provided that the amount of such Contingent Obligations, individually or in the aggregate, does not exceed $15,000,000; (v) other Indebtedness and Contingent Obligations disclosed on Schedule 7.12A and any Indebtedness the principal amount of which, individually or Contingent Obligation existing on the Closing Date in an amount less than $500,000, in the aggregate, does not exceed $15,000,000; (vi) Subordinated Indebtedness which is unsecured and other Indebtedness which is unsecured and which Borrower owes to Persons who execute and deliver to Agent (in form and substance acceptable to the Agent and the Required Lenders) subordination agreements subordinating their claims against Borrower to the payment of the Obligations, (vii) indebtedness of any Receivables Subsidiary to the Borrower or any other Seller under any Purchase Money Notes in connection with Qualified Receivables transactions permitted under clause (iv) of Section 7.5; (viii) Receivables Program Obligations described under clause (a) of the definition of such term of Special Purpose Vehicles, and Receivables Program Obligations described under clause (b) Indebtedness of the definition of such term of the Borrower and the Consolidated Entities, provided in each case such Receivables Program Obligations relate solely to Qualified Receivables Transactions permitted under clause (iv) of Section 7.5, and (ix) Contingent Obligations in favor respect of Receivables sold by the Borrower or any Material Subsidiary with recourse as permitted in Section 7.5(iii)(b), or in respect of receivables or installment payment agreements from customers of the Lenders or the Administrative Agent under the Loan Documents; (c) Indebtedness of Borrowers and their Restricted Subsidiaries to and Contingent Obligations of Borrowers and their Restricted Subsidiaries in favor of , the Company Borrower or any Borrower, so long as any such Indebtedness is documented under by a Drop-Down Note Pledge and Security Agreement or otherwise evidenced in a manner satisfactory to the Administrative Agent, and (except in the case of the Borrowers, LEP Canada and its Canadian Subsidiaries), is secured pursuant to a Drop-Down Note Pledge and Security Agreement; (d) Indebtedness secured solely by real property, equipment and fixtures; (e) Indebtedness to Representative Agents and Contractors for services rendered; (f) Indebtedness to Contractors incurred Material Subsidiary arising in connection with the advance payment sale or lease of services, products, goods or merchandise by such Contractors of vehicle insurance premiums to the Company Borrower or any of its Subsidiaries; (g) purchase money Indebtedness and Capital Lease obligations in an amount which does Material Subsidiary to such customers, provided that such Contingent Obligations do not exceed $30,000,000; (h) other Indebtedness or Contingent Obligation with an aggregate face amount not to exceed $10,000,000, so long as such Indebtedness or Contingent Obligation is unsecured, and 100,000,000 in the aggregate of all principal, interest, and fee payments due thereunder in outstanding at any Fiscal Year does not exceed $2,000,000; (i) interest rate and currency hedging agreements and arrangements on commercially reasonable terms; (j) Contingent Obligations of the Company or any of its Subsidiaries under the U.N. Guaranty; (k) Indebtedness and Contingent Obligations of LEP UK to the lenders described on Schedule 7.12B (but not any refinancings thereof); and (l) Subordinated Obligations incurred when no Default or Event of Default exists..time.

Indebtedness and Contingent Obligations. CreateWithout the prior written consent of the Required Lenders, Borrower shall not, nor shall it permit any Material Subsidiary to, create, incur, assume or assume, suffer to exist or otherwise become or remain directly or indirectly liable (including without limitation, liability incurred as a general partner or joint venturer) with respect to any Indebtedness or Contingent ObligationObligations, EXCEPTother than: (ai) existing Indebtedness under this Agreement and under the other Loan Documents; (ii) Indebtedness outstanding on the Effective Date and specifically disclosed on Schedule 7.2; (iii) Capitalized Lease Obligations which, in the aggregate, have a net present value (as determined in accordance with GAAP) of all future lease payment obligations that is less than $10,000,000; (iv) other Contingent Obligations with respect to obligations (other than Indebtedness) of Borrower's Material Subsidiaries, provided that the amount of such Contingent Obligations, individually or in the aggregate, does not exceed $10,000,000; (v) other Indebtedness and Contingent Obligations disclosed on Schedule 7.12A and any Indebtedness the principal amount of which, individually or Contingent Obligation existing on the Closing Date in an amount less than $500,000, in the aggregate; (b) Indebtedness and Contingent Obligations in favor of the Lenders or the Administrative Agent under the Loan Documents; (c) Indebtedness of Borrowers and their Restricted Subsidiaries to and Contingent Obligations of Borrowers and their Restricted Subsidiaries in favor of , the Company or any Borrower, so long as any such Indebtedness is documented under by a Drop-Down Note Pledge and Security Agreement or otherwise evidenced in a manner satisfactory to the Administrative Agent, and (except in the case of the Borrowers, LEP Canada and its Canadian Subsidiaries), is secured pursuant to a Drop-Down Note Pledge and Security Agreement; (d) Indebtedness secured solely by real property, equipment and fixtures; (e) Indebtedness to Representative Agents and Contractors for services rendered; (f) Indebtedness to Contractors incurred in connection with the advance payment by such Contractors of vehicle insurance premiums to the Company or any of its Subsidiaries; (g) purchase money Indebtedness and Capital Lease obligations in an amount which does not exceed $30,000,00010,000,000; (hvi) Subordinated Indebtedness which is unsecured and other Indebtedness or Contingent Obligation with an aggregate face amount not which is unsecured and which Borrower owes to exceed $10,000,000, so long as such Indebtedness or Contingent Obligation is unsecured, Persons who execute and deliver to Agent (in form and substance acceptable to the Agent and the aggregate of all principal, interest, and fee payments due thereunder in any Fiscal Year does not exceed $2,000,000; (iRequired Lenders) interest rate and currency hedging subordination agreements and arrangements on commercially reasonable terms; (j) Contingent Obligations subordinating their claims against Borrower to the payment of the Company Obligations, (vii) indebtedness of any Receivables Subsidiary to the Borrower or any other Seller under any Purchase Money Notes in connection with Qualified Receivables transactions permitted under clause (iv) of its Subsidiaries under the U.N. Guaranty; (k) Indebtedness and Contingent Obligations of LEP UK to the lenders described on Schedule 7.12B (but not any refinancings thereof)Section 7.5; and (lviii) Subordinated Receivables Program Obligations incurred when no Default or Event described under clause (a) of Default exists..the definition of such term of Special Purpose Vehicles, and Receivables Program Obligations described under clause (b) of the definition of such term of the Borrower and the Consolidated Entities, provided in each case such Receivables Program Obligations relate solely to Qualified Receivables Transactions permitted under clause (iv) of Section 7.5.

Indebtedness and Contingent Obligations. Create, incur, assume or suffer Contract for any additional Debt other than the loan from Guarantor to exist any Indebtedness or Contingent Obligation, EXCEPT: (a) existing Indebtedness and Contingent Obligations disclosed on Schedule 7.12A and any Indebtedness or Contingent Obligation existing on the Closing Date in an amount less than $500,000, Borrower in the aggregate; principal amount of Two Million Two Hundred Fifty Thousand and 00/100 Dollars (b$2,250,000.00) Indebtedness and Contingent Obligations in favor of the Lenders or the Administrative Agent under the Loan Documents; (c) Indebtedness of Borrowers and their Restricted Subsidiaries to and Contingent Obligations of Borrowers and their Restricted Subsidiaries in favor of which loan shall have been, the Company or any Borroweramong other things, so long as any such Indebtedness is documented under by a Drop-Down Note Pledge and Security Agreement or otherwise evidenced in a manner satisfactory fully subordinated to the Administrative AgentRevolving Loan, this Agreement and (except in the case of the Borrowers, LEP Canada and its Canadian Subsidiaries), is secured other Loan Documents pursuant to a Drop-Down Note Pledge Subordination Agreement executed by Guarantor, Borrower and Security Lender of even date herewith, or agree to assume, guarantee, indorse or otherwise in any way be or become responsible or liable, directly or indirectly, for the obligation of any other Person. However, notwithstanding the foregoing sentence, Borrower may incur trade debt in the ordinary course of business. As set forth in the Subordination Agreement; , Borrower shall not, among other things, make any payment of principal on the loan from Guarantor to Borrower which is subject to the Subordination Agreement unless Borrower shall have a Tangible Net Worth of not less than Four Million and 00/100 Dollars (d$4,000,000.00), after taking into account the proposed principal payment, and Borrower shall maintain a Tangible Net Worth of at least Four Million and 00/100 Dollars ($4,000,000.00) Indebtedness secured solely at all times. For purposes of this covenant, "Tangible Net Worth" shall be defined as Borrower's consolidated stockholder's equity, less goodwill and general intangibles, less advances due from affiliates, shareholders, officers and employees (including Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) or any portion thereof in prepaid expenses delivered by real propertyBorrower to Student Advantage, equipment and fixtures; (e) Indebtedness to Representative Agents and Contractors for services rendered; (f) Indebtedness to Contractors incurred in connection Inc. contemporaneous with the advance payment execution of this Agreement) , plus any indebtedness that is formally subordinated by such Contractors of vehicle insurance premiums an executed written subordination agreement to the Company or any of its Subsidiaries; (g) purchase money Indebtedness and Capital Lease obligations in an amount which does not exceed $30,000,000; (h) other Indebtedness or Contingent Obligation with an aggregate face amount not indebtedness owing to exceed $10,000,000, so long as such Indebtedness or Contingent Obligation is unsecured, and the aggregate of all principal, interest, and fee payments due thereunder in any Fiscal Year does not exceed $2,000,000; (i) interest rate and currency hedging agreements and arrangements on commercially reasonable terms; (j) Contingent Obligations of the Company or any of its Subsidiaries under the U.N. Guaranty; (k) Indebtedness and Contingent Obligations of LEP UK to the lenders described on Schedule 7.12B (but not any refinancings thereof); and (l) Subordinated Obligations incurred when no Default or Event of Default exists..Lender.