Common use of Indebtedness of any Subsidiary Clause in Contracts

Indebtedness of any Subsidiary. owing to the Borrower or a Subsidiary and Indebtedness of the Borrower owing to a Subsidiary; (vii) Additional Indebtedness of the Borrower and its Subsidiaries, including without limitation Indebtedness related to commercial and documentary letters of credit, standby letters of credit, or otherwise, provided that (i) the affirmative and negative covenants and events of default contained in the documents evidencing such additional Indebtedness are not materially more restrictive than those contained in the Loan Documents, (ii) neither a Default nor Event of Default exists at the time such additional Indebtedness is incurred or would result from the incurrence of such additional Indebtedness and (iii) in the event such additional Indebtedness matures or requires any principal payment, including pursuant to acceleration, or mandatory prepayment or redemption, on or prior to the Total Facility Termination Date, the aggregate amount outstanding of such additional Indebtedness which is due (either at maturity or as a principal payment) prior to the Total Facility Termination Date shall not at any time (as determined by the face amount of such Indebtedness where applicable) exceed fifteen percent (15%) of Consolidated Total Assets (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); and (viii) Any guaranty of Indebtedness of the Borrower or any Guarantor which is permitted to be incurred pursuant to this Section 8.04. (b) Permit at any time the amount of Indebtedness of all Subsidiaries (excluding Securitization Subsidiaries and Saks REMIC Subsidiaries) in the aggregate to exceed ten percent (10%) of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided, prior to the Borrower's achievement of an Investment Grade Rating and the release of the Guaranty pursuant to Section 11.20, this limitation shall only apply to Subsidiaries (other than Securitization Subsidiaries and Saks REMIC Subsidiaries) which are not Guarantors. 8.05

Indebtedness of any Subsidiary. owing of the Borrower owed to and held by the Borrower or any Guarantor, other Indebtedness of the Borrower owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Borrower's obligations under any Senior Indebtedness and the Senior Subordinated Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (C) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Borrower or any Restricted Subsidiary referred to in this clause (C) to a Person (other than the Borrower or a Subsidiary and Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Borrower owing or another Subsidiary of the Borrower such that such Guarantor ceases to be a Subsidiary; Guarantor, and (viiiii) Additional the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Borrower or any other Restricted Subsidiary as an Unrestricted Subsidiary; (D) the Guarantees and its Subsidiariesguarantees by any Guarantor of Indebtedness of the Borrower permitted under this Section 6.01(c); provided, including without limitation however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness; (E) Hedging Obligations of the Borrower or any Guarantor entered into in the ordinary course of business; (F) Purchase Money Indebtedness related and Capital Lease Obligations which do not exceed $50,000,000 in the aggregate at any one time outstanding; (G) Indebtedness to commercial and documentary letters the extent representing a replacement, renewal, refinancing or extension (collectively for purposes of creditthis Section 6.01(c), standby letters a "refinancing") of creditoutstanding Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the first paragraph of this Section 6.01(c) or clause (B) of this paragraph of this Section 6.01(c); provided, or otherwisehowever, provided that (i) any such refinancing shall not exceed the affirmative sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and negative covenants such reasonable fees and events of default contained expenses Incurred in the documents evidencing such additional Indebtedness are not materially more restrictive than those contained in the Loan Documentsconnection therewith, (ii) neither Indebtedness representing a Default nor Event refinancing of Default exists at Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the time such additional Weighted Average Life to Maturity of the Indebtedness is incurred or would result from the incurrence of such additional Indebtedness and being refinanced, (iii) Indebtedness that is pari passu with the Senior Subordinated Notes may only be refinanced with Indebtedness that is made pari passu with or subordinate in the event such additional Indebtedness matures or requires any principal payment, including pursuant to acceleration, or mandatory prepayment or redemption, on or prior right of payment to the Total Facility Termination DateSenior Subordinated Notes and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness, the aggregate amount outstanding of such additional (iv) no Restricted Subsidiary that is not a Guarantor may Incur Indebtedness which is due (either at maturity or as a principal payment) prior to the Total Facility Termination Date shall not at any time (as determined by the face amount of such Indebtedness where applicable) exceed fifteen percent (15%) of Consolidated Total Assets (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); and (viii) Any guaranty of refinance Indebtedness of the Borrower or any Guarantor which is permitted and (v) Indebtedness of the Borrower may only be refinanced by Indebtedness of the Borrower and Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or by the Borrower; (H) in addition to be incurred pursuant the items referred to in clauses (A) through (G) above, Indebtedness of the Borrower (including any Indebtedness under the Credit Agreement that utilizes this Section 8.04. subparagraph (bH)) Permit having an aggregate principal amount not to exceed $200,000,000 at any one time the amount of outstanding; and (I) Indebtedness of all Subsidiaries (excluding a Securitization Subsidiaries and Saks REMIC Subsidiaries) Entity in the aggregate to exceed ten percent (10%) of Consolidated Net Worth (calculated as of the most recent fiscal period a Qualified Securitization Transaction that is Non-Recourse Debt with respect to which the Agent shall have received the Required Financial Information); provided, prior to the Borrower's achievement of an Investment Grade Rating Borrower and the release of the Guaranty pursuant to Section 11.20, this limitation shall only apply to its other Restricted Subsidiaries (other than except for Standard Securitization Subsidiaries Undertakings and Saks REMIC Subsidiaries) which are not Guarantors. 8.05Limited Originator Recourse).

Indebtedness of any Subsidiary. owing of the Borrower owed to and held by the Borrower or any Guarantor, other Indebtedness of the Borrower owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Borrower's obligations under any Senior Indebtedness and the Senior Subordinated Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (C) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Borrower or any Restricted Subsidiary referred to in this clause (C) to a Person (other than the Borrower or a Subsidiary and Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Borrower owing or another Subsidiary of the Borrower such that such Guarantor ceases to be a Subsidiary; Guarantor, and (viiiii) Additional the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Borrower or any other Restricted Subsidiary as an Unrestricted Subsidiary; (D) the Guarantees and its Subsidiariesguarantees by any Guarantor of Indebtedness of the Borrower permitted under this Section 6.01(c); provided, including without limitation however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness; (E) Hedging Obligations of the Borrower or any Guarantor entered into in the ordinary course of business; (F) Purchase Money Indebtedness related and Capital Lease Obligations which do not exceed $50,000,000 in the aggregate at any one time outstanding; (G) Indebtedness to commercial and documentary letters the extent representing a replacement, renewal, refinancing or extension (collectively for purposes of creditthis Section 6.01(c), standby letters a "REFINANCING") of creditoutstanding Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the first paragraph of this Section 6.01(c) or clause (B) of this paragraph of this Section 6.01(c); provided, or otherwisehowever, provided that (i) any such refinancing shall not exceed the affirmative sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and negative covenants such reasonable fees and events of default contained expenses Incurred in the documents evidencing such additional Indebtedness are not materially more restrictive than those contained in the Loan Documentsconnection therewith, (ii) neither Indebtedness representing a Default nor Event refinancing of Default exists at Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the time such additional Weighted Average Life to Maturity of the Indebtedness is incurred or would result from the incurrence of such additional Indebtedness and being refinanced, (iii) Indebtedness that is pari passu with the Senior Subordinated Notes may only be refinanced with Indebtedness that is made pari passu with or subordinate in the event such additional Indebtedness matures or requires any principal payment, including pursuant to acceleration, or mandatory prepayment or redemption, on or prior right of payment to the Total Facility Termination DateSenior Subordinated Notes and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness, the aggregate amount outstanding of such additional (iv) no Restricted Subsidiary that is not a Guarantor may Incur Indebtedness which is due (either at maturity or as a principal payment) prior to the Total Facility Termination Date shall not at any time (as determined by the face amount of such Indebtedness where applicable) exceed fifteen percent (15%) of Consolidated Total Assets (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); and (viii) Any guaranty of refinance Indebtedness of the Borrower or any Guarantor which is permitted and (v) Indebtedness of the Borrower may only be refinanced by Indebtedness of the Borrower and Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or by the Borrower; (H) in addition to be incurred pursuant the items referred to in clauses (A) through (G) above, Indebtedness of the Borrower (including any Indebtedness under the Credit Agreement that utilizes this Section 8.04. subparagraph (bH)) Permit having an aggregate principal amount not to exceed $200,000,000 at any one time the amount of outstanding; and (I) Indebtedness of all Subsidiaries (excluding a Securitization Subsidiaries and Saks REMIC Subsidiaries) Entity in the aggregate to exceed ten percent (10%) of Consolidated Net Worth (calculated as of the most recent fiscal period a Qualified Securitization Transaction that is Non-Recourse Debt with respect to which the Agent shall have received the Required Financial Information); provided, prior to the Borrower's achievement of an Investment Grade Rating Borrower and the release of the Guaranty pursuant to Section 11.20, this limitation shall only apply to its other Restricted Subsidiaries (other than except for Standard Securitization Subsidiaries Undertakings and Saks REMIC Subsidiaries) which are not Guarantors. 8.05Limited Originator Recourse).

Indebtedness of any Subsidiary. owing to the Borrower or a Subsidiary any other Subsidiary; (m) (i) Non-Recourse Debt of the Designated Subsidiaries and (ii) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business resulting from the sale of securitization of non-admitted assets, policy loans, CBOs and CMOs; (n) Indebtedness of the Borrower owing to a Subsidiary; (vii) Additional Strategic Investment Subsidiaries and their respective Subsidiaries, which Indebtedness may be secured by assets of the Borrower and its Strategic Investment Subsidiaries or any of their respective Subsidiaries, including without limitation Indebtedness related to commercial and documentary letters of credit, standby letters of credit, or otherwise, provided that (i) in no event shall the affirmative and negative covenants and events of default contained in the documents evidencing such additional Indebtedness are not materially more restrictive than those contained in the Loan Documents, (ii) neither a Default nor Event of Default exists at the time such additional Indebtedness is incurred or would result from the incurrence of such additional Indebtedness and (iii) in the event such additional Indebtedness matures or requires any principal payment, including pursuant to acceleration, or mandatory prepayment or redemption, on or prior to the Total Facility Termination Date, the aggregate amount outstanding of such additional Indebtedness which is due (either at maturity or as a principal payment) prior to the Total Facility Termination Date shall not at any time (as determined by the face amount owner of such Indebtedness where applicable) exceed fifteen percent (15%) of Consolidated Total Assets (calculated as of the most recent fiscal period with respect have any recourse, directly or indirectly, to which the Agent shall have received the Required Financial Information); and (viii) Any guaranty of Indebtedness of the Borrower or any Guarantor which is permitted to be incurred pursuant to this Section 8.04. (b) Permit at any time the amount of Indebtedness of all Subsidiaries (excluding Securitization Subsidiaries and Saks REMIC Subsidiaries) in the aggregate to exceed ten percent (10%) of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided, prior to the Borrower's achievement of an Investment Grade Rating and the release of the Guaranty pursuant to Section 11.20, this limitation shall only apply to its Subsidiaries (other than Securitization the Strategic Investment Subsidiaries and Saks REMIC their respective Subsidiaries) which are or any of their respective assets; (o) so long as no Event of Default has occurred and is continuing at the time of incurrence thereof, Synthetic Lease Obligations, provided the aggregate Attributable Indebtedness in respect thereof shall not Guarantors. 8.05exceed at the time of the incurrence of any thereof 3% of Net Worth as of the end of the fiscal quarter immediately preceding such incurrence; (p) so long as no Event of Default has occurred and is continuing at the time of incurrence thereof, Indebtedness arising in connection with a Permitted Accounts Securitization; (q) Indebtedness in connection with Permitted Transactions entered into by Insurance Subsidiaries; (r) Indebtedness in connection with drawings, to the extent unreimbursed, under letters of credit in connection with Insurance Contracts, Reinsurance Agreement and Retrocession Agreements; (s) Indebtedness incurred in the ordinary course of business by Special Purpose Subsidiaries that hold Insurance Investments to the extent such Indebtedness is non-recourse to the Borrower’s Subsidiaries (other than Special Purpose Subsidiaries); and