Common use of Indebtedness of a Restricted Clause in Contracts

Indebtedness of a Restricted. Subsidiary owing to the Borrower or anotherRestricted Subsidiary; provided that (A) if a Subsidiary Guarantor incurs such Indebtedness to aRestricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is unsecured andsubordinated in right of payment to the obligations of such Subsidiary Guarantor under its LoanGuaranty and (B) any Indebtedness of a Restricted Subsidiary that is not a Loan Party owing to aLoan Party was made by such Loan Party in compliance with Section 6.07; provided, further,that any subsequent issuance or transfer of Capital Stock or any other event that results in anysuch Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer ofany such Indebtedness (except to the Borrower or another Restricted Subsidiary) shall bedeemed, in each case, to be an incurrence of such Indebtedness not permitted by thissubclause (b)(x);(xi) subject to compliance with Section 6.07, shares of Preferred Stock of aRestricted Subsidiary issued to the Borrower or another Restricted Subsidiary; provided that anysubsequent issuance or transfer of Capital Stock or any other event that results in any suchRestricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of anysuch Preferred Stock (except to the Borrower or another Restricted Subsidiary) shall be deemed,in each case, to be an issuance of such shares of Preferred Stock not permitted by this subclause(b)(xi);(xii) Hedging Obligations (excluding Hedging Obligations entered into forspeculative purposes) for the purpose of limiting: (A) interest rate risk with respect to any-92-

Indebtedness of a Restricted. Subsidiary owing to the Borrower or anotherRestricted Subsidiary; provided that (A) if a Subsidiary Guarantor incurs such Indebtedness to aRestricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is unsecured andsubordinated in right of payment to the obligations of such Subsidiary Guarantor under its LoanGuaranty and (B) any Indebtedness of a Restricted Subsidiary that is not a Loan Party owing to aLoan Party was made by such Loan Party in compliance with Section 6.07; provided, further,that any subsequent issuance or transfer of Capital Stock or any other event that results in anysuch Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer ofany such Indebtedness (except to the Borrower or another Restricted Subsidiary) shall bedeemed, in each case, to be an incurrence of such Indebtedness not permitted by thissubclause (b)(x);(xi) subject to compliance with Section 6.07, shares of Preferred Stock of aRestricted Subsidiary issued to the Borrower or another Restricted Subsidiary; provided that anysubsequent issuance or transfer of Capital Stock or any other event that results in any suchRestricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of anysuch Preferred Stock (except to the Borrower or another Restricted Subsidiary) shall be deemed,in each case, to be an issuance of such shares of Preferred Stock not permitted by this subclause(b)(xi);(xii) Hedging Obligations (excluding Hedging Obligations entered into forspeculative purposes) for the purpose of limiting: (A) interest rate risk with respect to any-92-anyIndebtedness that is permitted under this Agreement to be outstanding, (B) exchange rate risk or(C) commodity pricing risk;(xiii) obligations in respect of performance, bid, appeal and surety bonds andcompletion guarantees and similar obligations provided by the Borrower or any RestrictedSubsidiary in the ordinary course of business;(xiv)

Indebtedness of a Restricted. Subsidiary owing to the Borrower or anotherRestricted Subsidiary; provided that (A) if a Subsidiary Guarantor incurs such Indebtedness to aRestricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is unsecured andsubordinated in right of payment to the obligations of such Subsidiary Guarantor under its LoanGuaranty and (B) any Indebtedness of a Restricted Subsidiary that is not a Loan Party owing to aLoan Party was made by such Loan Party in compliance with Section 6.07; provided, further,that any subsequent issuance or transfer of Capital Stock or any other event that results in anysuch Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer ofany such Indebtedness (except to the Borrower or another Restricted Subsidiary) shall bedeemed, in each case, to be an incurrence of such Indebtedness not permitted by thissubclause (b)(x);(xi) subject to compliance with Section 6.07, shares of Preferred Stock of aRestricted Subsidiary issued to the Borrower or another Restricted Subsidiary; provided that anysubsequent issuance or transfer of Capital Stock or any other event that results in any suchRestricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of anysuch Preferred Stock (except to the Borrower or another Restricted Subsidiary) shall be deemed,in each case, to be an issuance of such shares of Preferred Stock not permitted by this subclause(b)(xi);(xii) Hedging Obligations (excluding Hedging Obligations entered into forspeculative purposes) for the purpose of limiting: (A) interest rate risk with respect to any-92-anyIndebtedness that is permitted under this Agreement to be outstanding, (B) exchange rate risk or(C) commodity pricing risk; -91-