Common use of Borrowings and Guaranties Clause in Contracts

Borrowings and Guaranties. None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations; (b) purchase money indebtedness, Capitalized Lease Obligations or other indebtedness of LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 in the aggregate at any one time outstanding; (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower; (f) intercompany advances from time to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3; and (g) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereof.

Borrowings and Guaranties. None of Neither the Borrowers Parent nor the Borrower shall, nor shall they it permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrower and its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness, indebtedness and Capitalized Lease Obligations or other indebtedness of LoJack the Borrower and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 575,000 in the aggregate at any one time outstanding; (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (ed) intercompany advances from time to time owing by any Guarantor to LoJack the Borrower or another Guarantor or Borrowerby the Borrower to a Guarantor in the ordinary course of business to finance working capital needs; (e) Subordinated Debt (i) evidenced by Seller Notes in an amount not to exceed $5,750,000 in the aggregate and (ii) other Subordinated Debt in an amount not to exceed $575,000 in the aggregate, or owing in each case as reduced by LoJack or any Guarantor to any Borrowerpermitted payments thereon; (f) intercompany advances from Indebtedness for Borrowed Money and guarantees arising under or pursuant to the First Lien Loan Documents in an aggregate principal amount not to exceed the “Cap Amount” as defined in the Intercreditor Agreement; (g) unsecured Indebtedness for Borrowed Money of the Borrower and its Subsidiaries not otherwise permitted by this Section in an aggregate principal amount not to exceed $750,000 in the aggregate at any one time to time owing by outstanding; (h) obligations of the Borrower or any Subsidiary arising out Hedging Liabilities, of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business for bona fide hedging purposes and not for speculative purposes, including, without limitation, hedging arrangements required under Section 8.24; (i) guaranties of, and other than a contingent obligations with respect to, indebtedness, obligations, indemnifications, undertakings and products of the Borrower and its Subsidiaries otherwise permitted hereunder; (j) indebtedness of the Borrower or Guarantor) any of its Subsidiaries which may be deemed to LoJack exist in connection with agreements providing for indemnification, earnouts, incentive, non-compete, consulting, deferred compensation, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any Guarantor, to such obligations are those of the extent permitted under Section 9.3Person making the respective acquisition or sale; and (gk) indebtedness incurred in the ordinary course of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereofbusiness in connection with the financing of insurance premiums.

Borrowings and Guaranties. None of the Borrowers shallEach Borrower shall not, nor shall they it permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent, the Australian Agent, the Australian Trustee and the Lenders (and their Affiliates); (b) purchase money indebtedness, indebtedness and Capitalized Lease Obligations or other indebtedness of LoJack the Borrowers and its their Subsidiaries in an amount not to exceed $5,000,000 (or the Australian Dollar Equivalent of $2,000,000 or NZ Dollar Equivalent) in the aggregate at any one time outstanding; (c) obligations of the Borrowers arising out of non-speculative interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower; (f) intercompany advances indebtedness from time to time owing by any Subsidiary to any Borrower (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3"Intercompany Indebtedness"); and (gf) unsecured indebtedness of LoJack the Borrowers and its their Subsidiaries disclosed on Schedule 9.1 hereofnot otherwise permitted by this Section in an amount not to exceed $10,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent) in the aggregate at any one time outstanding.

Borrowings and Guaranties. None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: : (a) the Obligations; ; (b) purchase money indebtedness, Capitalized Lease Obligations or other indebtedness of LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 in the aggregate at any one time outstanding; ; (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business; ; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; ; (e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower; (f) intercompany advances from time to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3; and (g) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereof.

Borrowings and Guaranties. None of the Borrowers shallThe Credit Parties shall not, nor shall they permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates in the case of Hedging Liability); (b) the Guaranties; (c) purchase money indebtedness, indebtedness and Capitalized Lease Obligations or other indebtedness of LoJack the Borrower and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 500,000 in the aggregate at any one time outstanding; (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) unsecured intercompany advances from time indebtedness among the Company and its Subsidiaries, provided that any such indebtedness shall be fully subordinated to time owing by any Guarantor the Obligations on terms reasonably satisfactory to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrowerthe Administrative Agent; (f) intercompany advances from time the Company’s guarantee of the obligations of TFY with respect to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantorits licensing arrangements with Disney Enterprises, to the extent permitted under Section 9.3Inc.; and (g) indebtedness of LoJack Indebtedness for Borrowed Money and other contingent obligations other than those which are permitted by the foregoing subsections (a) through (f) provided such Indebtedness and other contingent obligations do not exceed $10,000,000 at any time outstanding for the Company and its Subsidiaries disclosed on Schedule 9.1 hereofin the aggregate.

Borrowings and Guaranties. None of the Borrowers shallThe Borrower shall not, nor shall they it permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrower and its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness, indebtedness and Capitalized Lease Obligations or other indebtedness of LoJack the Borrower and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 20,000,000 in the aggregate at any one time outstanding; (c) obligations of the Borrower arising out of non-speculative interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower; (f) intercompany advances indebtedness from time to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3; andBorrower; (f) indebtedness and guaranties with respect to the Senior Notes; (g) indebtedness of LoJack the Borrower and its Subsidiaries disclosed on Schedule 9.1 hereof.not otherwise permitted by this Section in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; and

Borrowings and Guaranties. None of the Borrowers shallThe Company shall not, nor shall they it permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create create, or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the ObligationsObligations of the Company owing to the Purchaser under the Operative Documents and other indebtedness and obligations of the Company owing to the Purchaser; (b) purchase money indebtedness, Capitalized Lease Obligations or other indebtedness of LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 in the aggregate at any one time outstandingreserved; (c) obligations of the Company and its Subsidiaries arising out of non-speculative interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in the ordinary course of businessbusiness and not for speculation; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrowerreserved; (f) intercompany advances from indebtedness of the Company and Flexo to M▇▇▇▇▇▇ and S▇▇▇▇▇ existing on the date hereof in an aggregate principal amount not to exceed $1,500,000 on the date hereof, as reduced by payments thereon, and provided that any indebtedness of the Company to M▇▇▇▇▇▇ and S▇▇▇▇▇ shall be Subordinated Debt; (g) unsecured Intercompany Debt existing on the date hereof and identified on Schedule 8.7; (h) unsecured Intercompany Debt incurred after the date hereof in an amount not to exceed $575,000 in the aggregate at any one time outstanding; (i) unsecured indebtedness of the Company and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $115,000 in the aggregate at any one time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3outstanding; and (gj) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereofthe Company constituting the Senior Debt.

Borrowings and Guaranties. None of the Borrowers shallThe Credit Parties shall not, nor shall they permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any IndebtednessIndebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) the Guaranties; (c) purchase money indebtedness, indebtedness and Capitalized Lease Obligations or other indebtedness of LoJack the Borrower and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 500,000 in the aggregate at any one time outstanding; (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the ordinary course of business; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) unsecured intercompany advances from time indebtedness among the Company and its Subsidiaries, provided that any such indebtedness shall be fully subordinated to time owing by any Guarantor the Obligations on terms reasonably satisfactory to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower;the Administrative Agent; and (f) intercompany advances from other unsecured indebtedness and guaranty obligations not otherwise permitted by this Section in an amount not to exceed $1,000,000 in the aggregate at any one time to time owing by any Subsidiary (other than a Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under Section 9.3; and (g) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereofoutstanding.

Borrowings and Guaranties. None of the Borrowers Parent, or any Borrower shall, nor shall they it permit any of their respective Subsidiaries Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking Indebtedness of any other Person, or otherwise agree to provide funds for payment of the obligations Indebtedness of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Bank Product Obligations of the Parent, the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness(i) indebtedness incurred to finance the acquisition, construction, improvement or repair of any fixed or capital assets and (ii) Capitalized Lease Obligations or other indebtedness Obligations, in each case of LoJack the Parent, the Borrowers and its their respective Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 25,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of businessbusiness and not for speculative purposes; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (e) intercompany advances from time to time owing by any Guarantor Subsidiary to LoJack the Parent or another Guarantor Subsidiary or Borrowerby the Parent to a Subsidiary in the ordinary course of business; provided, or owing by LoJack however, that the aggregate amount of all intercompany advances made from any Borrower or any Guarantor to any BorrowerSubsidiary that is not a Guarantor (other than any payments made, or amounts due and outstanding, under the Intercompany Agreements and any advance to any Subsidiary for the purpose of making Capital Expenditures), when aggregated with all investments and intercompany loans and advances made by any Borrower or Guarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) and 8.9(g) hereof and guaranties then outstanding under Section 8.7(i)(iii) below, shall not exceed the Non-Guarantor Advance Cap; (f) intercompany advances from indebtedness of the Parent, the Borrowers and their respective Subsidiaries not otherwise permitted by this Section 8.7 in an amount not to exceed (i) $50,000,000 in the aggregate at any one time outstanding and (ii) an additional amount, if any, so long as the Total Funded Debt to time owing by any Subsidiary (other EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than a Borrower or Guarantor) 4.75 to LoJack or any Guarantor, 1.0 for the most recently completed period of four fiscal quarters prior to the extent permitted under incurrence of such indebtedness for which financial statements are required to be delivered pursuant to Section 9.3; and8.5; (g) indebtedness relating to letters of LoJack credit or bankers’ acceptances obtained in the ordinary course of business having an aggregate face amount of not more than $5,000,000 at any time; and (h) indebtedness arising from agreement of any Borrower or any of its Guarantors providing for indemnification, “earn-out” obligations, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 8.10 or any investment permitted under Section 8.9 (in each case, to the extent that such Indebtedness was included in determining the amount of such Disposition or Investment for purposes of such Section). (i) (i) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Borrower or any other Guarantor, (ii) guaranties by Subsidiaries that are not Guarantors of obligations of the Parent, the Borrowers or their respective Subsidiaries, and (iii) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Subsidiary of the Parent that is not a Guarantor in an amount, when aggregated with all investments and intercompany loans and advances made by any Borrower or Guarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) and 8.9(g) hereof and intercompany advances made by any Borrower or Guarantor to Subsidiaries that are not Guarantors then outstanding under Section 8.7(e) above, not to exceed the Non-Guarantor Advance Cap; (j) indebtedness in respect of (i) bid, performance, appeal or surety bonds issued for the account of the Parent, the Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (ii) surety and other obligations incurred in the ordinary course of business in connection with workers’ compensation, social security, unemployment insurance and other social security legislation; (k) indebtedness in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions or from any arrangement relating to the provision of treasury, depositary or cash management services or automated clearinghouse transfer of funds, in each case incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted under this Agreement; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; provided further, that, after giving effect to such Indebtedness, the applicable Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than 4.75 to 1.0 for the most recently completed period of four fiscal quarters prior to the incurrence of such indebtedness for which financial statements are required to be delivered pursuant to Section 8.5; (m) indebtedness which represents a refinancing, replacement, refunding, extension or renewal of any of the indebtedness described in clauses (b), (l), (o), (p) or (q) of this Section 8.7; provided that (A) any such refinancing, replacement, refunding, extension or renewal indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of indebtedness being renewed, replaced, refunded, extended or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and (B) except with respect to indebtedness described in clauses (b), (o), (p) and (q) of this Section 8.7, such refinancing, replacement, refunding, extension or renewal indebtedness has a maturity date that is after the maturity of the Loans, and a weighted average life to maturity longer than or equal to that of the indebtedness being renewed, replaced or refinanced; (n) indebtedness not in excess of $5,000,000 at any time outstanding at any time consisting of trade payables overdue for more than 90 days but which are being contested in good faith in the ordinary course of businesses and as to which adequate reserves are being maintained in accordance with GAAP; (o) indebtedness evidenced by the Best Life Purchase Obligation as in effect on the date hereof in an aggregate amount not in excess of $2,750,000; (p) indebtedness evidenced by the GFA Note to the extent collaterally assigned to the Administrative Agent in a manner satisfactory to the Administrative Agent, provided the maturity date thereof shall not be extended beyond that in effect on the Closing Date; (q) indebtedness existing on the date hereof and set forth in Schedule 8.7, together with any refinancings, refundings, extensions or renewals thereof allowed pursuant to clause (m) of this Section 8.7; (r) indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; and (s) indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business. For purposes of compliance with this Section 8.7, if any item of indebtedness at any time meets the criteria of more than one of the categories described in the foregoing clauses, the Borrowers may, in their sole discretion, divide, classify or reclassify such item of indebtedness and shall only be required to include such item of indebtedness in one (or, at its Subsidiaries disclosed on Schedule 9.1 hereofoption, more) of the foregoing clauses.