Indebtedness of the Borrower Clause Samples

Indebtedness of the Borrower or any Subsidiary of the Borrower supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

Indebtedness of the Borrower. The Borrower shall not create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, and the Borrower shall not permit any of its Restricted Subsidiaries to create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding, any Indebtedness for Money Borrowed except: (a) the Obligations; (b) Indebtedness existing as of the Agreement Date as described on Schedule 3 attached hereto; (c) Indebtedness owed to the Borrower or to any of its Restricted Subsidiaries (other than Non-Guarantor Subsidiaries) by the Borrower or any of its Restricted Subsidiaries (other than Non-Guarantor Subsidiaries); (d) obligations under Interest Hedge Agreements in respect of the Facility A Loans and the Facility B Loans; (e) unsecured subordinated Indebtedness; provided, that (i) such Indebtedness (A) is expressly subordinated in all respects to the Obligations, (B) has a final maturity at least one year after the Maturity Date, and (C) has no terms or conditions (including payment terms) which are more onerous than the terms and conditions contained herein and in the other Loan Documents, and (ii) on the date of incurrence thereof, no Default exists or would be caused thereby; (f) Indebtedness for Money Borrowed assumed in connection with any Acquisition permitted hereunder; provided, that (i) such Indebtedness for Money Borrowed (A) is unsecured, (B) has a final maturity at least one year after the Maturity Date, (C) has no terms or conditions (including payment terms) which are more onerous than the terms and conditions contained herein and in the other Loan Documents and (D) was not incurred to finance all or part of the purchase price with respect to such Acquisition and (ii) on the date of assumption thereof, no Default exists or would be caused thereby; (g) other Indebtedness for Money Borrowed of the Borrower not to exceed $50,000,000 in the aggregate at any time outstanding; provided, however, that (i) no Default exists prior to or after giving effect to the incurrence thereof, (ii) the principal amount thereof which is secured by Liens does not exceed $20,000,000 in the aggregate outstanding at any time and (iii) the principal amount thereof incurred by Non-Guarantor subsidiaries does not exceed $10,000,000 in the aggregate; (h) Indebtedness of the Non-Guarantor Subsidiaries owed to the Borrower as permitted in Section 7.2(c); and (i) Indebtedness evidenced by the Borrower's 8.125% Senior ...

Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary;

Indebtedness of the Borrower owing to and held by any Restricted Subsidiary, or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any other Restricted Subsidiary; provided, however, that if the Borrower or any Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Guarantor, such Indebtedness must be unsecured and ((i) except in respect of intercompany current liabilities incurred in connection with cash management positions of the Borrower and the Restricted Subsidiaries and (ii) only to the extent legally permitted (the Borrower and the Restricted Subsidiaries having completed all procedures required in the reasonable judgment of directors or officers of the obligee or obligor to protect such Persons from any penalty or civil or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Loans, in the case of the Borrower, or the Loan Guarantees, in the case of a Guarantor; provided that: (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Borrower or a Restricted Subsidiary; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Borrower or a Restricted Subsidiary, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this Section 4.04(b)(3) by the Borrower or such Restricted Subsidiary, as the case may be;

Indebtedness of the Borrower owing to any Subsidiary or of any Subsidiary owing to any other Subsidiary or the Borrower to the extent constituting an Investment permitted by Section 6.04; provided that (i) all such Indebtedness of any Loan Party owing to any Subsidiary that is not a Loan Party shall be subordinated to the Obligations on terms (1) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit H hereto or (2) otherwise reasonably satisfactory to the Administrative Agent, and (ii) all such Indebtedness owing by a Subsidiary that is not a Loan Party to any Loan Party shall be evidenced by a note and pledged as Collateral for the Obligation;

Indebtedness of the Borrower. The Borrower will not incur, create, assume or permit to exist Indebtedness (other than guarantees existing as of [the date hereof] and guarantees of any obligations of Subsidiaries) in an amount at any time in excess of the sum of the following: (A) $3,100,000,000; (B) the excess, if any, of: (i) cumulative consolidated net income of the Borrower (after preferred stock dividends and preferred securities distributions) LESS: cumulative combined consolidated net income (after preferred stock dividends and preferred securities distributions) of the Subsidiaries of the Borrower in excess of the sum of (x) dividend income received by the Borrower from such Subsidiaries and (y) cash proceeds received by the Borrower from the purchase from the Borrower by a Subsidiary of the Borrower of common stock of such Subsidiary in lieu of payment of cash dividends by such Subsidiary (ii) the sum of the aggregate amount of dividends paid by the Borrower plus the aggregate amount of cash paid by the Borrower to purchase any of its capital stock from shareholders (other than pursuant to the Borrower's previously announced stock buyback program of up to $250,000,000 of common stock); provided that calculations for clauses (B)(i) and (ii) shall be applied and included for each fiscal quarter commencing on or after July 1, 1997; and (C) the aggregate proceeds received by TEII and the Borrower from issuances of capital stock of TEII after April 24, 1997 and before August 5, 1997 and of the Borrower on and after August 5, 1997 (other than issuances of capital stock of the Borrower in connection with the Mergers and in any event only to the extent such proceeds have not been used to prepay Indebtedness (other than Indebtedness under this Agreement or Indebtedness under the Corporate Revolvers or any short-term debt)); provided that Indebtedness of the Borrower (other than guarantees existing as of April 24, 1997 and guarantees of any obligations of Subsidiaries) in an amount in excess of such sum may be incurred, created, assumed or permitted to exist for a period of up to 120 days if the Borrower shall have given the Lenders prior written notice of its intent to issue capital stock within such 120-day period for net cash proceeds to the Borrower sufficient to eliminate such excess; provided further that notwithstanding the above limitations, the Borrower may incur additional Indebtedness in an aggregate principal amount of up to $1,900,000,000 outstanding at any time in the form ...

Indebtedness of the Borrower to (i) any and all Guarantors (other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Chiswick Trust and R&M Trust) in an aggregate amount not to exceed $20,000,000 at any time and (ii) any and all other Subsidiaries of the Borrower (other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Chiswick Trust and R&M Trust) in an aggregate amount not to exceed $5,000,000 at any time; provided, however, that any and all Indebtedness under clause (i) or (ii) -------- ------- of this subsection (j) shall be subordinated to the Obligations on terms and conditions satisfactory to the Agent;

Indebtedness of the Borrower owing to a Restricted Subsidiary or of a Restricted Subsidiary owing to the Borrower or a Restricted Subsidiary; provided that if the Borrower or a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor as the case may be (it being understood that any such Indebtedness under this paragraph (g) shall be permitted to the extent permitted as an Investment pursuant to Section 10.6);

Indebtedness of the Borrower or any Subsidiary of the Borrower to the Borrower or any Subsidiary of the Borrower; provided that such Indebtedness is pledged to the Collateral Agent for the benefit of the Agents and the Lenders and subordinated to the Obligations on terms and conditions satisfactory to the Required Lenders;