Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

Indebtedness. The Loan Parties shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on the Loan Parties an obligation to prepay any Indebtedness, except for # the conversion of Indebtedness into equity securities and the payment of Cash in lieu of fractional shares in connection with such conversion, (b) (i) purchase money Indebtedness pursuant to its then applicable payment schedule or # Indebtedness owed under corporate credit cards to the extent constituting Permitted Indebtedness and prepaid in the ordinary course of business, # prepayment by any Subsidiary of # inter-company Indebtedness owed by such Subsidiary to any Loan Party, or # if such Subsidiary is not a Loan Party, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Loan Party, or # as otherwise permitted hereunder or approved in writing by Agent.

Indebtedness. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

Indebtedness. As of the Effective Date, Sellers do not have any material Indebtedness, except as disclosed on [Schedule 2] to this Repurchase Agreement.

"Consolidated Leverage Ratio" means Consolidated Total Funded Indebtedness to Total Asset Value.

“Funded Indebtedness” means, as of the last day of any fiscal quarter for which financial statements prepared on a consolidated basis in accordance with GAAP have been filed with the SEC (or, in the event that the Borrower shall no longer be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, are available), the aggregate principal amount of all Indebtedness (other than Indebtedness described in clauses # (to the extent such guaranty relates to Indebtedness not otherwise excluded from Funded Indebtedness) (h), (i), and (j) of the definition thereof) determined for Borrower and its Subsidiaries (other than intercompany Indebtedness among Borrower and its Subsidiaries) on a consolidated basis at such date. For avoidance of doubt, Funded Indebtedness shall include any Attributable Debt of the Borrower and its Subsidiaries.

The calculations set forth on Annex A attached hereto of # Total Adjusted Shareholders’ Equity as of the last day of the Applicable Accounting Period, # Total Funded Indebtedness as of the last day of the Applicable Accounting Period and # the ratio of Total Funded Indebtedness as of the last day of the Applicable Accounting Period to the sum of Total Adjusted Shareholders’ Equity and Total Funded Indebtedness, in each case, as of the last day of the Applicable Accounting Period are true and accurate on and as of the date of this Compliance Certificate.

“Unsecured Indebtedness” means Total Funded Debt that, by its terms, is not secured.

“Funded Debt” means Indebtedness described in sub-clauses # and # of the definition thereof.