Common use of Total Indebtedness Clause in Contracts

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iii) Indebtedness existing as of the date of this Agreement and listed on Exhibit 8.2.3; (iv) the Other Indebtedness; (v) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs (i) through (xii) above which does not exceed at any time, in the aggregate, $5,000,000.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of its Subsidiaries any Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documentsand Lenders; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iii) Indebtedness Indebtedness, including, without limitation, BET Subordinated, Debt existing as of on the date of this Agreement and listed on Exhibit 8.2.3; (iv) the Other Indebtedness; (viii) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (viiiv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiiv) guaranties of any Indebtedness permitted under this subsection 8.2.3hereunder; (ixvi) Indebtedness in respect of Intercompany Loansloans permitted under subsection 8.2.2(v); (xvii) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xiiviii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; (ix) Replacement Subordinated Debt; and (xiiix) Indebtedness not included in paragraphs (i) through (xiiix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($5,000,000500,000).

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of Subordinated Debt existing on the date hereof)of this Agreement; (iii) Indebtedness existing as of the date any Subsidiary of this Agreement and listed on Exhibit 8.2.3Borrower to Borrower; (iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 45 days from the Other Indebtednessdue date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested; (v) Permitted Purchase Money Indebtednessobligations to pay Rentals permitted by SECTION 8.2.13; (vi) Subordinated DebtPermitted Purchase Money Indebtedness; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3;existing on the date hereof and described on EXHIBIT Q hereto; and (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs PARAGRAPHS (iI) through (xiiVIII) above which which, as to Borrower, does not exceed at any time, in the aggregate, the sum of $5,000,000500,000.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of its Subsidiaries any Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documentshereunder; (ii) Indebtedness evidenced by Trade payables and normal expense accruals in the Convertible Notes ordinary course of business, not yet due and payable, or with respect to which a Borrower is contesting in good faith the other Convertible Note Documents (each as amount or the validity thereof in effect as of the date hereof)appropriate proceedings diligently pursued and with respect to which adequate reserves have been set aside on its books; (iii) Indebtedness existing as of attributable to the date of this Agreement and listed on Exhibit 8.2.3ESOP notes to the extent that such Indebtedness is attributable to UNF in accordance with GAAP; (iv) Indebtedness attributable to the Other IndebtednessWorking Capital Facility; (v) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (vii) contingent Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (vi) Indebtedness otherwise permitted under Subsection 6.2.1; (vii) Unsecured Indebtedness incurred among the Borrowers; and (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3Permitted Purchase Money Indebtedness; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs (i) through (xiivii) above which is not secured by any Lien and does not exceed at any time, in the aggregate, aggregate $5,000,000, or such greater amount as allowed under the Working Capital Facility, as to all Borrowers and their Subsidiaries.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (ia) Obligations owing to Agent Administrative Agent, Canadian Agent, or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iiib) Indebtedness existing as of on the date of this Agreement and listed on Exhibit 8.2.3Schedule 8.2.3(b) and any refinancing thereof which does not increase the amount thereof; (ivc) the Other Indebtedness; (v) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (vii) contingent Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiid) guaranties Guaranties of any Indebtedness permitted under this subsection 8.2.3hereunder; (ixe) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to To the extent not included mentioned above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and; (xiiif) Subordinated Debt in such amounts as may be approved in writing by Administrative Agent and the Majority Lenders; (g) Purchase Money Indebtedness not included in paragraphs secured by a Purchase Money Lien and Capitalized Lease Obligations (iand any refinancing thereof), provided that the aggregate unpaid principal amount for Borrowers and their Subsidiaries of the foregoing (excluding any interest component thereof) through (xii) above which does not exceed at any time, in the aggregate, $5,000,000.2,000,000;

Total Indebtedness. Create, incur, assume, or suffer to ------------------ exist, or permit any of its their respective Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (iA) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (iiB) Indebtedness evidenced by Obligations with respect to the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof)RSTW Debt; (iiiC) Indebtedness existing as of with respect to the date of this Agreement and listed on Exhibit 8.2.3Convertible Notes; (ivD) the Other IndebtednessIndebtedness of any Subsidiaries of a Borrower to such Borrower; (vE) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than thirty (30) days from the due date specified in the original invoice or for more than sixty (60) days if no due date is specified, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested; (F) Obligations to pay Rentals permitted by Section 8.2.12; -------------- (G) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (viiH) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiiI) guaranties of Indebtedness existing on the date hereof (including, but not limited to, Indebtedness for the Excluded Property) and described on Exhibit ------- O to the Original Agreement or any Indebtedness permitted under amendments to such Exhibit attached to this subsection 8.2.3;- Agreement; and --------- (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiiiJ) Indebtedness not included in paragraphs (iA) through (xiiI) above which does not exceed at any time, in the aggregate, the sum of $5,000,000250,000.00.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of Subordinated Debt existing on the date hereof)of this Agreement; (iii) Indebtedness existing as of the date any Subsidiary of this Agreement and listed on Exhibit 8.2.3Borrower to Borrower; (iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 45 days from the Other Indebtednessdue date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested; (v) Permitted Purchase Money Indebtednessobligations to pay Rentals permitted by SECTION 8.2.13; (vi) Subordinated DebtPermitted Purchase Money Indebtedness; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3;existing on the date hereof and described on EXHIBIT Q hereto; and (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs PARAGRAPHS (i) through (xiiviii) above which which, as to Borrower, does not exceed at any time, in the aggregate, the sum of $5,000,000500,000.

Total Indebtedness. Create, incur, assume, or suffer to exist, ------------------ or permit any Subsidiary of its Subsidiaries any Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documentsand Lenders; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iii) Indebtedness Indebtedness, including, without limitation, Bayview Subordinated Debt, existing as of on the date of this Agreement and listed on Exhibit 8.2.3; (iv) the Other Indebtedness; (viii) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (viiiv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiiv) guaranties of any Indebtedness permitted under this subsection 8.2.3hereunder; (ixvi) Indebtedness in respect of Intercompany Loansloans permitted under subsection 8.2.2(v); (xvii) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xiiviii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; (ix) Replacement Subordinated Debt; and (xiiix) Indebtedness not included in paragraphs (i) through (xiiix) above which does not exceed at any time, in the aggregate, the sum of Five Hundred Thousand Dollars ($5,000,000500,000).

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of its Subsidiaries Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of Subordinated Debt existing on the date hereof)of this Agreement; (iii) Indebtedness existing as of the date any Subsidiary of this Agreement and listed on Exhibit 8.2.3Borrower to Borrower; (iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) in each case incurred in the Other Indebtednessordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants; (v) Permitted Purchase Money IndebtednessObligations to pay Rentals permitted by subsection 8.2.12; (vi) Subordinated DebtPermitted Purchase Money Indebtedness; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiii) Indebtedness not included in paragraphs (i) through (xiivii) above which does not exceed at any time, in the aggregate, the sum of $5,000,00050,000; and (ix) The mortgage of Borrower's Buckhannon, West Virginia facility, provided that Lender shall approve the terms, conditions and form of agreements relating to such mortgage prior to execution.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of its Subsidiaries Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of Subordinated Debt existing on the date hereof)of this Agreement; (iii) Indebtedness existing as of the date any Subsidiary of this Agreement and listed on Exhibit 8.2.3Borrower to Borrower; (iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than 60 days from the Other Indebtednessdue date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being actively contested in good faith and by appropriate and lawful proceedings; and Borrower or such Subsidiary shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower or such Subsidiary and its independent accountants; (v) Permitted Purchase Money IndebtednessObligations to pay Rentals permitted by subsection 8.2.13; (vi) Subordinated DebtPermitted Purchase Money Indebtedness; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (ix) Indebtedness in with respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable Real Property in the ordinary course form of business (those monetary Liens set forth in each case to the extent not overdue) not for Money BorrowedSection 8.2.5 hereunder; and (xiiiix) Indebtedness not included in paragraphs (i) through (xiiviii) above which does not exceed at any time, in the aggregate, the sum of $5,000,000100,000.00.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan DocumentsLender; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of Subordinated Debt existing on the date hereof)of this Agreement; (iii) Indebtedness existing as of the date any Subsidiary of this Agreement and listed on Exhibit 8.2.3Borrower to Borrower; (iv) accounts payable to trade creditors and current operating expenses (other than for Money Borrowed) which are not aged more than thirty (30) days from the Other Indebtednessdue date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being Properly Contested; (v) Permitted Purchase Money IndebtednessObligations to pay Rentals permitted by Section 8.2.13; (vi) Subordinated DebtPermitted Purchase Money Indebtedness; (vii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk existing on the date hereof and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borroweddescribed on Exhibit O hereto; and (xiiiix) Indebtedness not included in paragraphs (i) through (xiiviii) above which does not exceed at any time, in the aggregate, the sum of Fifty Thousand Dollars ($5,000,00050,000).

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (ia) Obligations owing to Agent Administrative Agent, Canadian Agent, Bank or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iiib) Indebtedness existing as of on the date of this Agreement and listed on Exhibit 8.2.38.2.3(b); (iv) the Other Indebtedness; (vc) Permitted Purchase Money Indebtedness; (vid) Subordinated Debt; (vii) contingent Contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiie) guaranties Guaranties of any Indebtedness permitted under this subsection 8.2.3hereunder; (ixf) Indebtedness in respect of Permitted Intercompany Loans, provided that the aggregate outstanding principal amount of such Indebtedness shall not exceed $5,000,000 at any time; (xg) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to To the extent not included mentioned above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; (h) Subordinated Debt in such amounts as may be approved in writing by Administrative Agent and the Majority Lenders; and (xiiii) Indebtedness not included in paragraphs (ia) through (xiih) above which does not exceed at any time, in the aggregate, the sum of $5,000,0001,000,000.

Total Indebtedness. Create, incur, assume, or suffer to exist, or permit any Subsidiary of its Subsidiaries Borrower to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Convertible Notes and the other Convertible Note Documents (each as in effect as of the date hereof); (iii) Indebtedness Indebtedness, including without limitation Subordinated Debt, existing as of on the date of this Agreement and listed on Exhibit Schedule 8.2.3; (iv) the Other Indebtedness; (viii) Permitted Purchase Money Indebtedness; (vi) Subordinated Debt; (viiiv) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (viiiv) guaranties Guaranties of any Indebtedness permitted under hereunder; (vi) Indebtedness pursuant to the Indenture or any refinancing thereof (with any such refinancing expressly being permitted by this subsection 8.2.3Agreement), in each case in the maximum principal amount of $30,000,000; (vii) the La Place Sale/Leaseback; (viii) Derivative Obligations; (ix) Indebtedness in respect of Intercompany Loans; (x) obligations to pay Rentals permitted by subsection 8.2.18; (xi) Derivative Obligations entered into in order to hedge interest rate or currency risk and not for speculative purposes; (xii) to the extent not included above, trade payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Money Borrowed; and (xiiix) Indebtedness not included in paragraphs (i) through (xiiix) above which does not exceed at any time, in the aggregate, the sum of $5,000,0003,000,000.