Indebtedness. Upon the incurrence or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any Indebtedness (other than the making of any Loans or issuance of any Letters of Credit hereunder), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

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. Borrower 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 Borrower 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, # in connection with refinancing or replacement Indebtedness, (c) (i) purchase money Indebtedness pursuant to its then applicable payment schedule or # Indebtedness owed pursuant to clause (v) of the definition of Permitted Indebtedness and prepaid in the ordinary course of business, # prepayment by any Subsidiary of # inter-company Indebtedness owed by such Subsidiary to any Borrower, or # if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, # trade debt incurred in the ordinary course of business or # as otherwise permitted hereunder or approved in writing by Agent.

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

Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:

Indebtedness. The Borrowers will not, and will not permit any of the Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:

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.

“Consolidated Funded Debt” means Funded Debt of the Borrower and its Subsidiaries (other than Regulated Subsidiaries) on a consolidated basis determined in accordance with GAAP; provided, however, notwithstanding anything to the contrary in the foregoing, “Consolidated Funded Debt” shall # include any intercompany Indebtedness owing by any Credit Party or Subsidiary (other than a Regulated Subsidiary) to any Regulated Subsidiary, and # exclude any Indebtedness owing by any Regulated Subsidiary to the Federal Home Loan Bank.