Indebtedness of a Person. (other than the Borrower or a Subsidiary) existing at the time such Person is merged with or into the Borrower or a Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness, and (iv) the aggregate principal amount of such Indebtedness shall not exceed $2,500,000 at any time outstanding; (j) Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 6.8; provided that the amount of such obligation shall be deemed part of the cost of such Investment (the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP or the amount actually paid); (k) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (l) Indebtedness consisting of the financing of insurance premiums; (m) Permitted Convertible Indebtedness in an aggregate principal amount not to exceed $300,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof so long as such Indebtedness continues to qualify as Permitted Convertible Indebtedness so long as, immediately after giving effect to the incurrence of such Indebtedness, (A) no Event of Default shall have occurred and be continuing;, and (B) on a Pro Forma Basis, calculated as if such Indebtedness had been incurred on the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder and after netting any proceeds thereof, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00; (n) to the extent constituting Indebtedness, Permitted Equity Derivative Transactions; (o) Subordinated Indebtedness so long as (i) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect, on a Pro Forma Basis, to the incurrence of such Indebtedness (A) the Group Members shall be in compliance with the covenantcovenants set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) hereof as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such purchase or other acquisition, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to the incurrence of such Indebtedness and (iii) such Indebtedness shall have a stated final maturity date that is no earlier than the date 91 days after the Revolving Termination Date; (p) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit processing services, debit cards, stored value cards and purchase cards (including so-called
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Indebtedness of a Person. (other than or Indebtedness attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing Date as a Subsidiaryresult of a Permitted Acquisition or other Investment permitted under Section 10.5; provided that: (a) existing such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (b) such Indebtedness is merged with or into not guaranteed in any respect by the Borrower or a any Restricted Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, (iii) with respect to than any such Person who that so becomes a SubsidiaryRestricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), (Ac) such Subsidiary is the only obligor in respect Equity Interests of such Indebtedness, Person are pledged to the Collateral Agent and such Person becomes a Guarantor in accordance with (B) and to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness, and (ivrequired by) the aggregate principal amount of such Indebtedness shall not exceed $2,500,000 at any time outstanding; (j) Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 6.89.10; provided that the amount of assets covered by such obligation shall be deemed part pledges and security interests may, at the option of the cost Borrower, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders (provided that the requirements of such Investment this clause (the amount of which c) shall be deemed not apply to be the amount required to be accrued as a liability in accordance with GAAP or the amount actually paid); (k) any Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (l) Indebtedness consisting of the financing of insurance premiums; type that could have been incurred under Section 10.1(g) and (md) Permitted Convertible Indebtedness in an aggregate principal amount not to exceed $300,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof so long as such Indebtedness continues to qualify as Permitted Convertible Indebtedness so long as, immediately after giving effect to the incurrence assumption of any such Indebtedness, (A) no Event of Default such acquisition and related transactions, the Borrower shall have occurred and be continuing;, and (B) in compliance on a Pro Forma Basis, calculated pro forma basis with the Leverage Ratio Covenant as if such Indebtedness had been incurred on of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder recently ended Test Period and after netting any proceeds thereof, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00; (n) to the extent constituting Indebtedness, Permitted Equity Derivative Transactions; (o) Subordinated Indebtedness so long as (i) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect, on a Pro Forma Basis, to the incurrence of such Indebtedness (A) the Group Members shall be in compliance with the covenantcovenants set forth in Section 6.1(a) hereof and (B) the Group Members shall be in compliance with the covenant set forth in Section 6.1(b) hereof (after giving effect to the Covenant Adjustment Amount) hereof as of the end of the most recently ended quarter for which financial statements are required to be delivered prior to such purchase or other acquisition, based upon financial statements delivered to the Administrative Agent which give effect, on a Pro Forma Basis, to the incurrence of such Indebtedness and (iii) such Indebtedness shall have a stated final maturity date that is no earlier than the date 91 days after the Revolving Termination Date; (p) any Permitted Refinancing Indebtedness incurred in the ordinary course of business in respect of credit cards, credit processing services, debit cards, stored value cards and purchase cards (including so-calledto Refinance such Indebtedness;
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