Common use of Incurrence of Debt Clause in Contracts

Incurrence of Debt. Borrower will not, nor will Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, and (iv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower may incur, become and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower shall have been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement."

Incurrence of Debt. Borrower will not, nor will Borrower permit any ------------------- other Credit Party to, incur, become or remain liable for any Debt; provided, -------- that (a) Borrower may incur, become or remain liable for (i) the Obligations, ---- and (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, and (iv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower may incur, become and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary of Borrower may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that -------- ---- (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of Borrower of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower shall have been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement."

Incurrence of Debt. Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, (iii) Permitted Subordinate Debt and (iv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower Parent may incur, become assume and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower any Credit Party shall have been pledged to Administrative Agent pursuant to a Borrower Parent Pledge Agreement or a Subsidiary Pledge Agreement."

Incurrence of Debt. Borrower will not, nor will Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, and (iii) without duplication, Debt evidenced by the Bond Loan Agreement, and (iv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower may incur, become and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower shall have been pledged to Administrative Agent pursuant to a Borrower Pledge Agreement."

Incurrence of Debt. Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement and the 2005 Bond Loan Agreement, (iii) Permitted Subordinate Debt, (iv) Debt described in clause (f) of the definition thereof in connection with any Permitted Genesis VPP Transaction, and (ivv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower Parent may incur, become assume and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower any Credit Party shall have been pledged to Administrative Agent pursuant to a Borrower Parent Pledge Agreement or a Subsidiary Pledge Agreement."

Incurrence of Debt. Borrower will not, nor will Borrower ------------------ permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that other than (a) Borrower may incur, become or remain liable for (i) the Obligations, (iib) Existing LC Exposurethe Subordinate Debt, (iiic) without duplicationthe Mercury Subordinate Debt, Debt evidenced (d) the guarantee by Borrower of a percentage of any Contractual Obligation of any Subsidiary of Borrower, so long as the Bond Loan Agreement, percentage referred to in any such guaranty shall not exceed the percentage of common equity owned directly or indirectly by Borrower in such Subsidiary at the time such guaranty is executed; and (ive) the Falcon Seaboard Settlement Agreement; provided, that, in the event no Default, Event of Default or Borrowing Base -------- ---- Deficiency has occurred which is continuing, (x) Borrower may incur and remain liable for Non-Recourse Debt to the extent such Non-Recourse Debt has been specifically approved in writing by Required Banks, (y) Borrower and its Subsidiaries may incur and remain liable for other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,0002,000,000, and (bz) Borrower and its Subsidiaries may incur, become incur and remain liable for Permitted Subordinate Debtother secured Non-Recourse Debt in an aggregate amount outstanding at any time not to exceed $2,000,000, so long as the Liens and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate security interests granted to secure such Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to do not cover or affect the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower shall have been pledged to Administrative Agent pursuant to a Borrower Pledge AgreementMortgaged Property."

Incurrence of Debt. Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, (iii) Permitted Debt, (iv) Debt described in clause (f) of the definition thereof in connection with any Permitted Genesis VPP Transaction, and (ivv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower Parent may incur, assume, become and and/or remain liable for Permitted Subordinate Debt, and (c) Parent or any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower any Credit Party shall have been pledged to Administrative Agent pursuant to a Borrower Parent Pledge Agreement or a Subsidiary Pledge Agreement."”

Incurrence of Debt. Borrower The Credit Parties will not, nor will Borrower the Credit Parties permit any other Credit Party of their Subsidiaries to, incur, become or remain liable for any Debt; provided, provided that (a) Borrower the Credit Parties may incur, become or and remain liable for (i) the Obligations, and (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, and (iv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower may incur, become and remain liable for Permitted Subordinate Debt, and (c) Parent and any Restricted Subsidiary of Borrower may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of Borrower of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed (A) execute and delivered deliver to Administrative Agent for the ratable benefit of the Banks a Facility Guaranty(A) an unconditional, joint and several Guaranty of the Obligations in form and substance acceptable to Administrative Agent, and all the Equity (B) such certificates of officers of such Restricted Subsidiary owned by Borrower shall have been pledged to Subsidiary, certificates of Governmental Authorities, resolutions of the Board of Directors (or comparable body) of such Subsidiary, opinions of counsel and such other documents, instruments and agreements as Administrative Agent pursuant shall reasonably require to a Borrower Pledge Agreementevidence the existence of such Subsidiary, the proper authorization, execution and delivery of such Guaranty by such Subsidiary, the enforceability of such Guaranty against such Subsidiary and such other matters related thereto as Administrative Agent shall reasonably require."

Incurrence of Debt. Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, incur, become or remain liable for any Debt; provided, that (a) Borrower may incur, become or remain liable for (i) the Obligations, (ii) Existing LC Exposure, (iii) without duplication, Debt evidenced by the Bond Loan Agreement, (iii) Permitted Subordinate Debt, (iv) Debt described in clause (f) of the definition thereof in connection with any Permitted Genesis VPP Transaction, and (ivv) other unsecured Debt in an aggregate amount outstanding at any time not to exceed $10,000,000, (b) Borrower Parent may incur, become assume and remain liable for Permitted Subordinate Debt, and (c) any Restricted Subsidiary may incur, become and remain liable for Permitted Subordinate Debt as a guarantor; provided, that (i) such Guarantees of Permitted Subordinate Debt shall be subordinated to the Obligations pursuant to subordination provisions approved by Required Banks, such approval to not be unreasonably withheld, and (ii) prior to the execution and delivery by any Restricted Subsidiary of any Guaranty of Permitted Subordinate Debt, such Restricted Subsidiary shall have executed and delivered to Administrative Agent for the ratable benefit of Banks a Facility Guaranty, and all the Equity of such Restricted Subsidiary owned by Borrower any Credit Party shall have been pledged to Administrative Agent pursuant to a Borrower Parent Pledge Agreement or a Subsidiary Pledge Agreement."