Common use of Indebtedness of Subsidiaries Clause in Contracts

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than any Non-Recourse Subsidiaries) will create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, except: (a) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000.

Indebtedness of Subsidiaries. None Permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer to exist with respect to such Subsidiaryexist, any Indebtedness for Borrowed MoneyIndebtedness, except: (ai) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsLoan Documents; (bii) Indebtedness for Borrowed Money of Subsidiaries outstanding on the Effective Date specified in Schedule I 5.02(b)(ii) (“Existing Debt”) and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (ciii) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC any Loan Party or is merged or consolidated into a Subsidiary of SNC any Loan Party after the date hereof in accordance with the terms of this AgreementSection 5.02(d), which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC such Loan Party or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNCsuch Loan Party); (div) Indebtedness for Borrowed Money owed to SNC the Borrower or to other Subsidiaries of SNCSubsidiaries; (ev) reimbursement Reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters letters of Credit credit, surety bonds, acceptances and bank guarantees issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (fvi) Indebtedness for Borrowed Money in respect of Capital (A) purchase money obligations and Capitalized Leases and refinancings or renewals thereof secured by Liens of the type permitted by Section 5.02(a)(ii), in an aggregate principal amount not to exceed $200,000,000 at any time outstanding, and (B) other Capitalized/Operating Leases; (vii) Obligations in respect of worker’s compensation claims, Purchase Money Security self insurance obligations, reimbursement obligations in respect of appeal bonds and obligations under completion guaranties, in each case incurred by a Subsidiary in the ordinary course of its business; (viii) Indebtedness in respect of any Project Financing and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNCNon-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization TransactionRecourse Indebtedness; and (kix) unsecured Indebtedness for Borrowed Money not to exceed $100,000,000 in aggregate principal amount at any time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None The Company will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, except: or any preferred stock or other preferred equity interests other than: (a) Indebtedness for Borrowed Money under in existence on the Credit Documents date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in listed on Schedule I 8.08 hereto and any refinancings, refundings, renewals, replacements renewals or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewalrenewal or extension, replacement or extension except by an amount equal to a reasonable any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement therewith; (b) Indebtedness of any Subsidiary to the Company or extension; any other Subsidiary; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC the Company (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of SNC any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, in each case, after the date of this Agreement, which hereof; provided that such Indebtedness for Borrowed Money is existing in existence at the time such Person becomes a Subsidiary of SNC the Company (or is so merged or consolidated) or such assets are acquired and is not created in anticipation thereof, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of such Person becoming a Subsidiary of SNC); connection therewith; (d) Indebtedness for Borrowed Money owed of any Subsidiary incurred to SNC finance the acquisition, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within one year after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such real and/or tangible personal Property, and any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other Subsidiaries of SNC; amount paid, and fees and expenses incurred, in connection therewith; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money Guarantees by Subsidiaries of obligations of the Company and its Subsidiaries under the CDPQ 2016 Term Loan and a Guarantee by SNC-Lavalin Inc. of Agreement or the 2017 Term Loan Agreement; provided, that the obligations of Highway Holdings the Company and its Subsidiaries under the CDPQ Loan to the extent the recourses under that Guarantee this Agreement are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000.simultaneously

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, exceptor any Preferred Stock or other preferred Equity Interests other than: (a) Indebtedness for Borrowed Money under or any Preferred Stock or other preferred Equity Interests existing (or in the Credit Documents case of any revolving credit facility, available to be drawn) on the date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in set forth on Schedule I 6.01 to the Disclosure Letter and any refinancings, refundings, renewals, replacements renewals or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement amendment or extension except by an amount equal to a reasonable any premium or other reasonable amount paid and fees and expenses incurred, in connection with such refinancing; (b) Indebtedness under the Guarantee Agreement; (c) Guarantees by Subsidiary Guarantors of Indebtedness of the Company; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (and related software) acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (cf) Indebtedness for Borrowed Money Indebtedness, Preferred Stock or preferred Equity Interests of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreementhereof; provided that such Indebtedness, which Indebtedness for Borrowed Money is existing Preferred Stock or preferred Equity Interests exist at the time such Person becomes a Subsidiary, are not created in contemplation of or in connection with such Person becoming a Subsidiary and are not secured by any Liens other than Liens permitted under Section 6.02(d) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of SNC or such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal, amendment or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of connection with such Person becoming a Subsidiary of SNC)refinancing; (dg) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCany Subsidiary as an account party in respect of letters of credit, bank guarantees and similar instruments backing obligations that do not constitute Indebtedness; (eh) reimbursement obligations Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a Wholly-Owned Subsidiary check, draft or similar instrument drawn against insufficient funds or from the endorsement of instruments for collection, in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary each case in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement;; and (i) other Indebtedness for Borrowed Money under not expressly permitted by clauses (a) through (h) above; provided that at the CDPQ Loan time of and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan after giving effect to the extent incurrence of any such Indebtedness, the recourses under sum, without duplication, of (A) the outstanding Indebtedness of Subsidiaries that Guarantee are limited to shares of Highway Holdings andnot Subsidiary Guarantors permitted by this clause (i), if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to (B) the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness secured by Liens and the outstanding Securitization Transactions permitted by Section 6.02(i), and (C) the Attributable Debt in respect of all outstanding Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceed 10% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries The Borrower will not permit any Subsidiary (other than any Non-Recourse Subsidiariesthe Excluded Subsidiary) will create, to incur, assume create or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under the Credit Documents and under Hedging Agreements with Hedging Creditorsclause (j) of this Section 6.01, shall not exceed $40,000,000 at any time outstanding; (b) Indebtedness for Borrowed Money of Subsidiaries specified any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such Indebtedness owing by the Guarantor shall be at least pari passu to the Obligations, and (ii) any such Indebtedness of any Subsidiary other than the Guarantor shall be incurred in Schedule I compliance with Section 6.09(b); (c) Indebtedness created under the Loan Documents; (d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03; (e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any refinancingsReplacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary; (f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof; (g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; provided that such Guarantees comply with Section 6.09; (h) Indebtedness owed in respect of netting services, refundingsoverdraft protections and similar arrangements, renewalsin each case incurred in the ordinary course of business in connection with treasury, replacements depository or extensions thereofcash management services or in connection with any automated clearing house transfers of funds; (i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers’ compensation claims, self-insurance obligations, performance, bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and (j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at incurred under this clause (j), when taken together with the time aggregate principal amount of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; all Indebtedness incurred under clause (ca) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this AgreementSection 6.01, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money shall not to exceed $40,000,000 at any time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary to create, assume, incur, assume guarantee or suffer to exist with otherwise become liable in respect to such Subsidiaryof any Indebtedness, any Indebtedness for Borrowed Money, exceptexcluding from the operation of this Section: (a) Indebtedness for Borrowed Money under owing to the Credit Documents and under Hedging Agreements with Hedging CreditorsCompany or to any Subsidiary; (b) Indebtedness for Borrowed Money of Subsidiaries outstanding on the date hereof as specified in Schedule I 5.15 (excluding, however, any Indebtedness attributable to the Receivables Purchase Facility) and any refinancingsrenewal, refundingsextension or refunding thereof, renewals, replacements or extensions thereof; provided that (i) the aggregate principal maximum amount of all the Indebtedness which could be available under such Indebtedness for Borrowed Money immediately before giving effect to such renewal, extension or refunding is not increased at the time of any and (ii) immediately after giving effect to such refinancingrenewal, extension or refunding, renewal, replacement no Default or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionEvent of Default would exist; (c) Indebtedness for Borrowed Money of any Subsidiaries secured by Liens pursuant to Section 10.3(g); (d) Indebtedness of a Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing outstanding at the time such Person becomes a Subsidiary (including by way of SNC acquisition, merger, consolidation or at the time otherwise), or Indebtedness related to an asset acquired by a Person, provided that (i) such Indebtedness is not incurred in anticipation thereof and (ii) no Default or Event of Default shall result therefrom, and provided further that such merger Indebtedness may not be extended, renewed or consolidation, as the case may be refunded unless otherwise permitted pursuant to Subsection (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (dg) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCbelow; (e) reimbursement obligations arising from agreements by a Subsidiary to provide for indemnification, earn-outs or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing such an obligation of a Wholly-Owned Subsidiary pursuant to such an agreement, in respect each case, incurred in connection with the acquisition or disposition of Letters any business, assets or capital stock of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such a Subsidiary’s business; (f) Guarantees by Subsidiary Guarantors of Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens;the Company or another Subsidiary; and (g) daylight loans forming part of tax planning transactions Indebtedness in addition to that described in Subsections (a) through (f) above, provided that upon the extent that such daylight loans are reimbursed or set off on incurrence thereof and after giving effect thereto the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferredCompany is in compliance with Section 10.6. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (Permit any Consolidated Company other than any Non-Recourse Subsidiaries) will the Company to create, incur, assume or suffer to exist with respect to such Subsidiaryany Indebtedness, any Indebtedness for Borrowed Money, exceptother than: (a) any Indebtedness for Borrowed Money under outstanding on the Credit Documents Closing Date and under Hedging Agreements described in the most recent filings by the Company with Hedging Creditorsthe Securities and Exchange Commission and in the most recent financial statements filed by UAP with the appropriate Canadian securities authority, if any, and extensions, refundings, refinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (b) purchase money Indebtedness to the extent secured by a Lien permitted by Section 8.02(b) or Capital Lease Obligations, provided that the aggregate principal amount of such Indebtedness and Capital Lease Obligations does not exceed $75,000,000 in the aggregate; (c) an unsecured working capital facility for Borrowed Money GPC Asia Pacific Group Pty Ltd and/or any of Subsidiaries specified its wholly-owned Subsidiaries; (d) unsecured Indebtedness of UAP owing to any Person; (e) Indebtedness owed to any other Consolidated Company; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in Schedule I contemplation of or in connection with such Person becoming a Subsidiary, and any refinancingsextensions, refundings, renewalsrefinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof and which are not on more restrictive terms than such Indebtedness; (g) other Indebtedness not described in the foregoing clauses (a) through (f) in an aggregate outstanding principal amount not to exceed $300,000,000 at any time; (h) obligations (contingent or extensions thereofotherwise) of any Loan Party (other than the Company) or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) (x) guaranties by any Consolidated Company of any Indebtedness otherwise permitted under the foregoing clauses (a) through (h) and (y) guaranties by any Loan Party of any Indebtedness of the Company; (j) the Obligations; (k) Indebtedness (i) under the Existing Credit Agreement in an aggregate outstanding principal amount not to exceed $1,500,000,000 at any time and (ii) of the Loan Parties under the Existing Senior Notes; and (l) Indebtedness of Loan Parties under any New Term Loans and New Senior Notes; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is shall not increased exceed $2,000,000,000 at the any time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than as a result of fluctuations in currency exchange rates occurring after such Indebtedness for Borrowed Money incurred solely in contemplation has been incurred), and extensions, refundings, refinancings, renewals and replacements of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary that do not, in respect of Letters of Credit issued for each case, increase the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000thereof.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than a) The Borrower will not permit any Non-Recourse Subsidiaries) will create, Subsidiary to incur, assume create or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (ai) Indebtedness for Borrowed Money incurred to finance all or a portion of the purchase price of assets acquired in the ordinary course of its financial services businesses (and any Replacement Indebtedness in respect thereof), which Indebtedness or Replacement Indebtedness is secured solely by a Lien on the assets being acquired; provided that the amount of such Indebtedness or Replacement Indebtedness does not exceed such purchase price and such Indebtedness or Replacement Indebtedness would not cause a Default or an Event of Default under the Credit Documents and under Hedging Agreements with Hedging Creditorsany other Section of this Agreement; (bii) Indebtedness for Borrowed Money of Subsidiaries specified any Subsidiary to the Borrower or any other Subsidiary; (iii) Indebtedness under the Loan Documents; (iv) Indebtedness deemed to exist in Schedule I connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03; (v) Indebtedness under repurchase agreements or reverse repurchase agreements secured by Liens permitted pursuant to Section 6.02(j); (vi) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any refinancingsReplacement Indebtedness in respect thereof; provided, refundings, renewals, replacements that such Indebtedness was not created in contemplation of such Person becoming a Subsidiary; (vii) existing Indebtedness as set forth on Schedule 6.01 hereto and any Replacement Indebtedness in respect thereof; (viii) Guarantees of Indebtedness permitted under clauses (i) through (v) or extensions thereofclause (ix) of this Section; and (ix) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is incurred under this clause (ix) shall not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed $25,000,000 at any one time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Borrower shall not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money under owed to the Credit Documents and under Hedging Agreements with Hedging CreditorsBorrower or to another Subsidiary; (b) Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionobligations under Swap Contracts; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Person becomes Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such any Person becoming a Subsidiary of SNCso acquired); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries guaranty by the Guarantors of SNCthe Borrower’s Indebtedness; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations Guardian Pipeline, L.L.C. or any other Subsidiary that owns or operates any pipeline or related assets (or any holding company of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (jsuch Subsidiary) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money which does not to exceed at any time an aggregate principal outstanding amount of $250,000,000 and (ii) renewals, extensions, replacements or refinancings of such Indebtedness described in this clause (e), provided that the principal amount of $100,000,000any renewal, extension, replacement or refinancing thereof is not greater than the principal amount of the Indebtedness being renewed, extended, replaced or refinanced plus any accrued but unpaid interest thereon, unused commitments available with respect thereto and fees, premiums, costs and expenses incurred in connection with such renewal, extension, replacement or refinancing, and does not shorten the weighted average life to maturity of such Indebtedness; (i) each series of outstanding senior notes issued by ONEOK Partners and guaranteed by Intermediate Partnership set forth on Schedule 7.02 and (ii) other Indebtedness existing on the Closing Date which is set forth on Schedule 7.02; (g) Indebtedness incurred to finance the acquisition, construction, repair, development or improvement of any fixed or capital assets, including Finance Lease Obligations, Synthetic Lease Obligations and purchase money obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, development or improvement and (ii) if such Indebtedness is secured, the Liens securing it are permitted by Section 7.01(k); provided further that the unpaid principal balance of Indebtedness permitted by this clause (g) shall not in the aggregate at any time exceed 2.5% of Total Capital; (h) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit or in respect of bid, performance or surety bonds, workers’ compensation claims or self-insurance obligations, in each case incurred in the ordinary course of business, including reimbursement obligations of any Subsidiary incurred in the ordinary course of its business with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims and self-insurance obligations (in each case, other than Guarantees of and obligations for money borrower); (i) extensions, refinancings, renewal or replacements of the Indebtedness permitted by Section 7.02(f) which, in the case of any such extensions, refinancing, renewal or replacement, does not increase the principal amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts equal to any unfunded commitments, accrued but unpaid interest or fees, premiums, costs and expenses incurred in connection with such extension, refinancing, renewal or replacement; and (j) Indebtedness of Subsidiaries (excluding Indebtedness otherwise permitted in this Section 7.02) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Borrower shall not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money under owed to the Credit Documents and under Hedging Agreements with Hedging CreditorsBorrower or to another Subsidiary; (b) Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionobligations under Swap Contracts; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that (i) such Person becomes Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and (ii) neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of SNC or at the time of such merger or consolidationany Person so acquired), as except in the case may be of this clause (other than Indebtedness for Borrowed Money ii) where such liability is incurred solely in contemplation of following, or substantially contemporaneously with, such Person new Subsidiary becoming a Subsidiary of SNC)Guarantor; (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries guaranty by the Guarantors of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such SubsidiaryBorrower’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementIndebtedness; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations any Subsidiary that owns or operates any pipeline or related assets (or any holding company of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (jsuch Subsidiary) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money which does not to exceed at any time an aggregate principal outstanding amount of $250,000,000 and (ii) renewals, extensions, replacements or refinancings of such Indebtedness described in this clause (e), provided that the principal amount of $100,000,000any renewal, extension, replacement or refinancing thereof is not greater than the principal amount of the Indebtedness being renewed, extended, replaced or refinanced plus any accrued but unpaid interest thereon, unused commitments available with respect thereto and fees, premiums, costs and expenses incurred in connection with such renewal, extension, replacement or refinancing, and does not shorten the weighted average life to maturity of such Indebtedness; (i) each series of outstanding senior notes issued by ONEOK Partners and guaranteed by Intermediate Partnership, Magellan, Merger Sub and EnLink set forth on Schedule 7.02 and (ii) other Indebtedness existing on the Closing Date which is set forth on Schedule 7.02; (g) Indebtedness incurred to finance the acquisition, construction, repair, development or improvement of any fixed or capital assets, including Finance Lease Obligations, Synthetic Lease Obligations and purchase money obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, development or improvement and (ii) if such Indebtedness is secured, the Liens securing it are permitted by Section 7.01(k); provided further that the unpaid principal balance of Indebtedness permitted by this clause (g) shall not in the aggregate at any time exceed 5.0% of Total Capital; (h) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit or in respect of bid, performance or surety bonds, workers’ compensation claims or self-insurance obligations, in each case incurred in the ordinary course of business, including reimbursement obligations of any Subsidiary incurred in the ordinary course of its business with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims and self-insurance obligations (in each case, other than Guarantees of and obligations for money borrower); (i) extensions, refinancings, renewal or replacements of the Indebtedness permitted by Section 7.02(f) which, in the case of any such extensions, refinancing, renewal or replacement, does not increase the principal amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts equal to any unfunded commitments, accrued but unpaid interest or fees, premiums, costs and expenses incurred in connection with such extension, refinancing, renewal or replacement; and (j) Indebtedness of Subsidiaries (excluding Indebtedness otherwise permitted in this Section 7.02) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Moneyor any preferred Capital Stock, exceptother than: (a) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (b) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (c) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, constructed or improved by the such Subsidiary; provided that (i) such Indebtedness is #96405961v16 incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the principal amount of such Indebtedness at the time incurred does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary (or Indebtedness of SNC any Person not previously a Subsidiary that is merged, consolidated or is merged amalgamated with or consolidated into a Subsidiary of SNC Subsidiary) after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary after the date hereof; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock (i) shall exist at the time such Person becomes a Subsidiary of SNC (or at the time of is so merged, consolidated or amalgamated) or such merger or consolidationassets are acquired, as the case may be, (ii) shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNC); (dor such merger, consolidation or amalgamation) Indebtedness for Borrowed Money owed to SNC or to such acquisition, as the case may be, and (iii) shall not be secured by any Liens other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s businessthan Liens permitted under Section 6.01; (f) Indebtedness for Borrowed Money of any Subsidiary as an account party in respect of Capital Leasesletters of credit, Purchase Money Security bank guarantees and other Permitted Liensbanker’s acceptances backing or supporting obligations that do not constitute Indebtedness (it being understood and agreed that letters of credit may be provided to back bank guarantees); (g) daylight loans forming part guarantees by any Subsidiary of tax planning transactions any Indebtedness of the Company or any other Subsidiary; provided that (i) a Subsidiary shall not guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon and (ii) any Subsidiary that guarantees any Indebtedness of the Company shall also guarantee the Obligations on terms and pursuant to documentation reasonably satisfactory to the extent that such daylight loans are reimbursed or set off on the day they are incurredAdministrative Agent; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementIndebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (i) Indebtedness arising in connection with (i) customary cash management or treasury services, (ii) any overdraft facilities or (iii) the endorsement of instruments for Borrowed Money under deposit, in each case, entered into in the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. ordinary course of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.business; (j) customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 6.01(l); (k) Indebtedness with respect to repurchase obligations in respect of Cash Equivalents of the type set forth in clauses (a) and (b) of the definition thereof; (l) customer deposits and advance payments received in the ordinary course of business from customers for Borrowed Money under goods or services; (m) Attributable Debt in respect of outstanding Sale and Leaseback Transactions permitted by Section 6.03(b); (n) Securitization Transactions in an aggregate principal amount at any Permitted Monetization Transactiontime outstanding not to exceed US$200,000,000; and (ko) unsecured Indebtedness for Borrowed Money not other Indebtedness; provided that at the time of and after giving pro forma effect to exceed at the incurrence of any time an such Indebtedness, the sum, without duplication, of (i) the aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness of Subsidiaries permitted by this clause (o), (ii) the aggregate principal amount of the outstanding Indebtedness or other #96405961v16 obligations secured by ▇▇▇▇▇ and the outstanding Securitization Transactions permitted by Section 6.01(s) and (iii) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 6.03(c) does not exceed, at the time incurred, the greater of (x) US$200,000,000 and (y) 10.0% of Consolidated Net Tangible Assets (calculated as of the date of the Company’s balance sheet then most recently delivered pursuant to Section 5.01(a) or 5.01(b) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent balance sheet referred to in Section 3.04).

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary that is not a Subsidiary Guarantor to create, incur, assume or suffer permit to exist with respect to such Subsidiaryany Indebtedness, any Indebtedness for Borrowed Money, exceptother than: (a) Indebtedness for Borrowed Money under existing (or in the Credit Documents case of any revolving credit facility, available to be drawn) on the date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in set forth on Schedule I 6.01 and any refinancings, refundings, renewals, replacements amendments or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement amendment or extension except by an amount equal to a reasonable any premium or other reasonable amount paid and fees and expenses incurred, in connection therewith; (b) [Reserved]; (c) Indebtedness arising under the Securitization Transactions, provided that such Securitization Transactions are outstanding in reliance on, and are permitted by, Section 6.02(g); (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (and related software) acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensiontherewith; (cf) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC (or is merged or consolidated into with a Subsidiary of SNC Subsidiary) after the date of this Agreement, which hereof; provided that such Indebtedness for Borrowed Money is existing exist at the time such Person becomes a Subsidiary (or is so merged and consolidated), are not created in contemplation of SNC or in connection with such Person becoming a Subsidiary (or such merger or consolidation) and are not secured by any Liens other than Liens permitted under Section 6.02(d), or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal, amendment or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of such Person becoming a Subsidiary of SNC)connection therewith; (dg) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCany Subsidiary as an account party in respect of letters of credit, bank guarantees and similar instruments backing obligations that do not constitute Indebtedness; (eh) reimbursement obligations Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a Wholly-Owned Subsidiary check, draft or similar instrument drawn against insufficient funds or from the endorsement of instruments for collection, in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary each case in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement;; and (i) other Indebtedness for Borrowed Money under not expressly permitted by clauses (a) through (h) above; provided that at the CDPQ Loan time of and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan after giving effect to the extent incurrence of any such Indebtedness, the recourses under that Guarantee are limited to shares sum, without duplication, of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to (i) the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness permitted by this clause (i), (ii) the aggregate principal amount of the outstanding Indebtedness secured by ▇▇▇▇▇ and the outstanding Securitization Transactions permitted by Section 6.02(m) and (iii) the Attributable Debt in respect of all outstanding Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceed 15% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None The Borrower will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, except: or any preferred stock or other preferred equity interests other than: (a) Indebtedness for Borrowed Money under in existence on the Credit Documents date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in listed on Schedule I 8.08 hereto and any refinancings, refundings, renewals, replacements renewals or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewalrenewal or extension, replacement or extension except by an amount equal to a reasonable any premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement therewith; (b) Indebtedness of any Subsidiary to the Borrower or extension; any other Subsidiary; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC the Borrower (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder), or Indebtedness of SNC any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, in each case, after the date of this Agreement, which hereof; provided that such Indebtedness for Borrowed Money is existing in existence at the time such Person becomes a Subsidiary of SNC the Borrower (or is so merged or consolidated) or such assets are acquired and is not created in anticipation thereof, and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of such Person becoming a Subsidiary of SNC); connection therewith; (d) Indebtedness for Borrowed Money owed of any Subsidiary incurred to SNC finance the acquisition, construction or improvement of any real and/or tangible personal Property acquired, constructed or improved by such Subsidiary, including Capital Lease Obligations; provided that such Indebtedness is incurred prior to or within one year after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such real and/or tangible personal Property, and any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection (i) Guarantees by Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned the Borrower and its Subsidiaries under the Revolver and the 2017 Term Loan Agreement; provided, that the obligations of the Borrower and its Subsidiaries under this Agreement are simultaneously guaranteed by such Subsidiaries under documentation approved in writing by the Administrative Agent and (ii) Guarantees of Indebtedness of any Subsidiary to the extent such Indebtedness is otherwise permitted under this Agreement; (f) Indebtedness of any Subsidiary of the Borrower as an account party in respect of Letters letters of Credit issued for credit backing obligations that do not constitute Indebtedness; (g) Indebtedness of Subsidiaries deemed to exist in connection with Securitization Transactions otherwise permitted pursuant to Section 8.04(k); and (h) Indebtedness arising in connection with customary cash management services and from the account honoring by a bank or financial institution of such Wholly-Owned Subsidiary a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of such Subsidiarybusiness. Notwithstanding the foregoing provisions of this Section, the Borrower’s business; Subsidiaries may create, incur, assume or suffer to exist Indebtedness (in addition to that permitted under the preceding clauses (a) through (f)) Indebtedness for Borrowed Money in respect an aggregate principal amount which, together with the sum, without duplication, of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) the principal amount of all Securitization Transactions permitted by Section 8.04(k) and (ii) the aggregate principal amount of all Indebtedness for Borrowed Money under incurred in reliance on the CDPQ Loan last sentence of Section 8.04, does not exceed, at the time of and a Guarantee by SNC-Lavalin Inc. after giving effect to any incurrence of such Indebtedness, 10% of Consolidated Net Tangible Assets of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferredBorrower and its Domestic Subsidiaries. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and ” (k) unsecured Indebtedness for Borrowed Money not Section 11 of the Credit Agreement is amended by inserting the following new Section 11.15 immediately following Section 11.14 of the Credit Agreement: “11.15 Acknowledgment and Consent to exceed at Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any time Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an aggregate outstanding principal amount EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of $100,000,000.any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable:

Indebtedness of Subsidiaries. None Permit any Subsidiary of the Wholly-Owned Subsidiaries (other than any Non-Recourse Subsidiaries) will create, Borrower to incur, assume directly or indirectly, or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, except: (a) Intercompany Indebtedness; PROVIDED, however, that in the event of any subsequent issuance or transfer of any Capital Stock which results in the holder of such Indebtedness for Borrowed Money ceasing to be a Subsidiary of the Borrower or any subsequent transfer of such Indebtedness (other than to the Borrower or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another provision of this SECTION 6.2; PROVIDED, FURTHER, HOWEVER, that in the Credit Documents case of Intercompany Indebtedness consisting of a loan or advance to the Borrower, each such loan or advance shall be subordinated to the indefeasible payment in full of all of the Borrower's obligations pursuant to this Agreement and under Hedging Agreements with Hedging Creditorsthe other Loan Documents, and each such loan or advance shall be on open account and shall not be evidenced by a promissory note or other instrument; (b) Indebtedness for Borrowed Money constituting Guarantee Obligations permitted under Sections 6.3(b) or (e); (c) Indebtedness outstanding on the date hereof and listed on SCHEDULE 6.2(c) hereto and any Indebtedness resulting from the refinancing of any such Indebtedness; PROVIDED, HOWEVER, that (i) the principal amount of any such refinancing Indebtedness (as determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) does not exceed the principal amount of the Indebtedness refinanced thereby on such date and (ii) in the case of any such refinancing Indebtedness which is in excess of $20,000,000, either (A) the covenants, defaults and similar provisions applicable to such refinancing Indebtedness or obligations are no more restrictive in any material respect taken as a whole than the provisions contained in this Agreement and do not conflict in any material respect with the provisions of this Agreement or (B) such refinancing Indebtedness is otherwise upon terms and subject to definitive documentation which is in form and substance reasonably satisfactory to the Administrative Agent; (d) obligations under Currency Protection Agreements, Interest Rate Protection Agreements or Commodity Price Protection Agreements entered into in the ordinary course of business in notional amounts reasonably related to assets, expenses or liabilities of the Borrower or any of its Subsidiaries or in anticipation of any debt offering or asset transactions; and (e) Indebtedness of Subsidiaries specified in Schedule I and any refinancingsaddition to that described in SECTIONS 6.2(a) THROUGH (c); PROVIDED, refundingsHOWEVER, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such the Indebtedness for Borrowed Money is not increased at the time of any such refinancingpermitted under this SECTION 6.2(d), refunding, renewal, replacement or extension except by an amount equal when added (without duplication) to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) all Indebtedness for Borrowed Money outstanding secured by Liens and permitted under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. clause (viii) of the obligations definition of Highway Holdings under "Permitted Liens", (ii) the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000Guarantee Obligations outstanding and permitted under SECTION 6.3(g) and (iii) the aggregate amount of all Attributable Debt of the Borrower and its Subsidiaries then outstanding, does not exceed 15% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Moneyor any preferred Capital Stock, exceptother than: (a) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (b) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (c) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, constructed or improved by the such Subsidiary; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the principal amount of such Indebtedness at the time incurred does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary (or Indebtedness of SNC any Person not previously a Subsidiary that is merged, consolidated or is merged amalgamated with or consolidated into a Subsidiary of SNC Subsidiary) after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary after the date hereof; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock (i) shall exist at the time such Person becomes a Subsidiary of SNC (or at the time of is so merged, consolidated or amalgamated) or such merger or consolidationassets are acquired, as the case may be, (ii) shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNC); (dor such merger, consolidation or amalgamation) Indebtedness for Borrowed Money owed to SNC or to such acquisition, as the case may be, and (iii) shall not be secured by any Liens other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s businessthan Liens permitted under Section 6.01; (f) Indebtedness for Borrowed Money of any Subsidiary as an account party in respect of Capital Leasesletters of credit, Purchase Money Security bank guarantees and other Permitted Liensbanker’s acceptances backing obligations that do not constitute Indebtedness (it being understood and agreed that letters of credit may be provided to back bank guarantees); (g) daylight loans forming part guarantees by any Subsidiary of tax planning transactions any Indebtedness of the Company or any other Subsidiary; provided that (i) a Subsidiary shall not guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon and (ii) any Subsidiary that guarantees any Indebtedness of the Company shall also guarantee the Obligations on terms and pursuant to documentation reasonably satisfactory to the extent that such daylight loans are reimbursed or set off on the day they are incurredAdministrative Agent; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementIndebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (i) Indebtedness arising in connection with (i) customary cash management or treasury services, (ii) any overdraft facilities or (iii) the endorsement of instruments for Borrowed Money under deposit, in each case, entered into in the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. ordinary course of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.business; (j) customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 6.01(l); (k) Indebtedness with respect to repurchase obligations in respect of Cash Equivalents of the type set forth in clauses (a) and (b) of the definition thereof; (l) customer deposits and advance payments received in the ordinary course of business from customers for Borrowed Money under goods or services; (m) Attributable Debt in respect of outstanding Sale and Leaseback Transactions permitted by Section 6.03(b); (n) Securitization Transactions in an aggregate principal amount at any Permitted Monetization Transactiontime outstanding not to exceed US$150,000,000; and (ko) unsecured Indebtedness for Borrowed Money not other Indebtedness; provided that at the time of and after giving pro forma effect to exceed at the incurrence of any time an such Indebtedness, the sum, without duplication, of (i) the aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness of Subsidiaries permitted by this clause (o), (ii) the aggregate principal amount of the outstanding Indebtedness or other obligations secured by Liens and the outstanding Securitization Transactions permitted by Section 6.01(s) and (iii) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 6.03(c) does not exceed the greater of (x) US$150,000,000 and (y) 10.0% of Consolidated Net Tangible Assets (calculated as of the date of the Company’s balance sheet then most recently delivered pursuant to Section 5.01(a) or 5.01(b) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent balance sheet referred to in Section 3.04).

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries The Borrower will not permit any Subsidiary (other than any Non-Recourse Subsidiariesthe Excluded Subsidiary) will create, to incur, assume create or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under the Credit Documents and under Hedging Agreements with Hedging Creditorsclause (j) of this Section 6.01, shall not exceed $40,000,000 at any time outstanding; (b) Indebtedness for Borrowed Money of Subsidiaries specified any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such Indebtedness owing by the Guarantor shall be at least pari passu to the Obligations, and (ii) any such Indebtedness of any Subsidiary other than the Guarantor shall be incurred in Schedule I compliance with Section 6.09(b); (c) Indebtedness created under the Loan Documents; (d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03; (e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any refinancingsReplacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary; (f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof; (g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; provided that such Guarantees comply with Section 6.09; (h) Indebtedness owed in respect of netting services, refundingsoverdraft protections and similar arrangements, renewalsin each case incurred in the ordinary course of business in connection with treasury, replacements depository or extensions thereofcash management services or in connection with any automated clearing house transfers of funds; (i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers' compensation claims, self-insurance obligations, performance, bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and (j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at incurred under this clause (j), when taken together with the time aggregate principal amount of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; all Indebtedness incurred under clause (ca) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this AgreementSection 6.01, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money shall not to exceed $40,000,000 at any time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None The Borrower will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse SubsidiariesCooperVision International) will to, contract, create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money incurred under this Agreement and the Credit Documents and under Hedging Agreements with Hedging Creditorsother Loan Documents; (b) the Indebtedness for Borrowed Money of Subsidiaries specified in set forth on Schedule I 6.04 hereto, and any refinancingsrefinancing, refundingsextension, renewals, replacements renewal or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time refunding of any such refinancing, refunding, renewal, replacement or extension Indebtedness not involving an increase in the principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionrefinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness for Borrowed Money assumed in connection with any Acquisition, provided that (i) such Indebtedness was not incurred in contemplation of any Person that becomes a Subsidiary such Indebtedness was not incurred in contemplation of SNC such Acquisition, (ii) no Default or is merged Event of Default shall then exist or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes Indebtedness is assumed by the Borrower will exist and (iii) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Subsidiary of SNC or at Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the time assumption of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation Indebtedness; Table of such Person becoming a Subsidiary of SNC);Contents (d) Indebtedness for Borrowed Money (i) owed by any Loan Party to SNC any other Loan Party, (ii) owed by any Foreign Subsidiary or any Non-Guarantor Subsidiary to other Subsidiaries any Loan Party, so long as at the time such Indebtedness in incurred and immediately after giving effect thereto no Default or Event of SNCDefault shall have occurred and be continuing or (iii) owed by any Subsidiary of the Borrower to any Foreign Subsidiary or any Non-Guarantor Subsidiary; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account Indebtedness of such Wholly-Owned Subsidiary Subsidiaries under or in support of Hedge Agreements, provided such Hedge Agreements have been entered into in the ordinary course of such Subsidiary’s businessbusiness and not for speculative purposes; (f) Indebtedness for Borrowed Money in respect (i) consisting of Capital LeasesLease Obligations or (ii) incurred in connection with the acquisition, Purchase Money Security and other Permitted Liensconstruction or improvement of fixed or capital assets secured by Liens permitted pursuant to Section 6.03(c) hereof; (g) daylight loans forming part Indebtedness incurred by a Subsidiary Guarantor in connection with a Permitted Securitization Transaction, provided that the aggregate amount of tax planning transactions all such Indebtedness outstanding at any time pursuant to the extent that such daylight loans are reimbursed or set off on the day they are incurredthis clause (g) shall not exceed $200,000,000; (h) overdrafts or negative balances any Guaranty Obligations of bank accounts to any Subsidiary of the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementBorrower in favor of the Administrative Agent, the Issuing Bank and the Lenders and any other Credit Party in respect of any Designated Hedge Agreement; (i) any Guaranty Obligation incurred (i) by any Loan Party with respect to Indebtedness for Borrowed Money under of another Loan Party (other than CooperVision International), or (ii) by CooperVision International or the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. Borrower of any Indebtedness of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings andBorrower or any Subsidiary, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.in each case which Indebtedness is permitted by Section 6.04 (other than this clause (i)); (j) any Guaranty Obligations of any Subsidiary of the Borrower with respect to Indebtedness for Borrowed Money under any Permitted Monetization Transaction; andincurred pursuant to Section 6.04(l); (k) unsecured additional Indebtedness for Borrowed Money of any Subsidiary that is a Loan Party, provided that, solely with respect to this clause (k), (i) no Default or Event of Default shall then exist or at the time of incurrence of such Indebtedness will exist and (ii) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness; and Table of Contents (l) additional Indebtedness of any Subsidiary that is not a Loan Party, so long as at the time of and after giving effect to exceed the incurrence of such Indebtedness (A) the aggregate principal amount of (i) all such Indebtedness permitted pursuant to this clause (l) and (ii) all obligations secured by Liens permitted pursuant to Section 6.03(k), when taken together (without duplication in the case of Liens securing Indebtedness permitted pursuant to this clause (l)), does not at any time exceed an aggregate outstanding principal amount equal to the greater of $100,000,000465,000,000 and 25% of Consolidated Total Tangible Assets, (B) no Default or Event of Default has occurred and is continuing, and (C) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary that is not a Subsidiary Guarantor to create, incur, assume or suffer permit to exist with respect to such Subsidiaryany Indebtedness, any Indebtedness for Borrowed Money, exceptother than: (a) Indebtedness for Borrowed Money under existing (or in the Credit Documents case of any revolving credit facility, available to be drawn) on the date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in set forth on Schedule I 6.01 and any refinancings, refundings, renewals, replacements amendments or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement amendment or extension except by an amount equal to a reasonable any premium or other reasonable amount paid and fees and expenses incurred, in connection therewith; (b) [Reserved]; (c) Indebtedness arising under the Securitization Transactions, provided that such Securitization Transactions are outstanding in reliance on, and are permitted by, Section 6.02(g); (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (and related software) acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensiontherewith; (cf) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC (or is merged or consolidated into with a Subsidiary of SNC Subsidiary) after the date of this Agreement, which hereof; provided that such Indebtedness for Borrowed Money is existing exist at the time such Person becomes a Subsidiary (or is so merged and consolidated), are not created in contemplation of SNC or in connection with such Person becoming a Subsidiary (or such merger or consolidation) and are not secured by any Liens other than Liens permitted under Section 6.02(d), or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal, amendment or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of such Person becoming a Subsidiary of SNC)connection therewith; (dg) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCany Subsidiary as an account party in respect of letters of credit, bank guarantees and similar instruments backing obligations that do not constitute Indebtedness; (eh) reimbursement obligations Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a Wholly-Owned Subsidiary check, draft or similar instrument drawn against insufficient funds or from the endorsement of instruments for collection, in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary each case in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement;; and (i) other Indebtedness for Borrowed Money under not expressly permitted by clauses (a) through (h) above; provided that at the CDPQ Loan time of and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan after giving effect to the extent incurrence of any such Indebtedness, the recourses under that Guarantee are limited to shares sum, without duplication, of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to (i) the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness permitted by this clause (i), (ii) the aggregate principal amount of the outstanding Indebtedness secured by Liens and the outstanding Securitization Transactions permitted by Section 6.02(m) and (iii) the Attributable Debt in respect of all outstanding Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceed 10% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Moneyor any preferred Capital Stock, exceptother than: (a) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (b) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (c) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, #96405571v11 constructed or improved by the such Subsidiary; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the principal amount of such Indebtedness at the time incurred does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary (or Indebtedness of SNC any Person not previously a Subsidiary that is merged, consolidated or is merged amalgamated with or consolidated into a Subsidiary of SNC Subsidiary) after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary after the date hereof; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock (i) shall exist at the time such Person becomes a Subsidiary of SNC (or at the time of is so merged, consolidated or amalgamated) or such merger or consolidationassets are acquired, as the case may be, (ii) shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNC); (dor such merger, consolidation or amalgamation) Indebtedness for Borrowed Money owed to SNC or to such acquisition, as the case may be, and (iii) shall not be secured by any Liens other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s businessthan Liens permitted under Section 6.01; (f) Indebtedness for Borrowed Money of any Subsidiary as an account party in respect of Capital Leasesletters of credit, Purchase Money Security bank guarantees and other Permitted Liensbanker’s acceptances backing or supporting obligations that do not constitute Indebtedness (it being understood and agreed that letters of credit may be provided to back bank guarantees); (g) daylight loans forming part guarantees by any Subsidiary of tax planning transactions any Indebtedness of the Company or any other Subsidiary; provided that (i) a Subsidiary shall not guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon and (ii) any Subsidiary that guarantees any Indebtedness of the Company shall also guarantee the Obligations on terms and pursuant to documentation reasonably satisfactory to the extent that such daylight loans are reimbursed or set off on the day they are incurredAdministrative Agent; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementIndebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (i) Indebtedness arising in connection with (i) customary cash management or treasury services, (ii) any overdraft facilities or (iii) the endorsement of instruments for Borrowed Money under deposit, in each case, entered into in the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. ordinary course of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.business; (j) customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 6.01(l); (k) Indebtedness with respect to repurchase obligations in respect of Cash Equivalents of the type set forth in clauses (a) and (b) of the definition thereof; (l) customer deposits and advance payments received in the ordinary course of business from customers for Borrowed Money under goods or services; (m) Attributable Debt in respect of outstanding Sale and Leaseback Transactions permitted by Section 6.03(b); (n) Securitization Transactions in an aggregate principal amount at any Permitted Monetization Transactiontime outstanding not to exceed US$200,000,000; and (ko) unsecured Indebtedness for Borrowed Money not other Indebtedness; provided that at the time of and after giving pro forma effect to exceed at the incurrence of any time an such Indebtedness, the sum, without duplication, of (i) the #96405571v11 aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness of Subsidiaries permitted by this clause (o), (ii) the aggregate principal amount of the outstanding Indebtedness or other obligations secured by ▇▇▇▇▇ and the outstanding Securitization Transactions permitted by Section 6.01(s) and (iii) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 6.03(c) does not exceed, at the time incurred, the greater of (x) US$200,000,000 and (y) 10.0% of Consolidated Net Tangible Assets (calculated as of the date of the Company’s balance sheet then most recently delivered pursuant to Section 5.01(a) or 5.01(b) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent balance sheet referred to in Section 3.04).

Indebtedness of Subsidiaries. None The Company will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money(including any Indebtedness incurred pursuant to a sale or leaseback transaction), except: (ai) Indebtedness for Borrowed Money under of Subsidiaries of the Company existing on the date hereof and (to the extent exceeding the minimum threshold requirements set forth in Section 4.12(a)) set forth in Part A of Schedule II hereto (excluding, however, following the making of the initial Loans hereunder, any Indebtedness in respect of the Existing Credit Documents Agreements), any assumption or Guarantee thereof by any other Subsidiary, and under Hedging Agreements with Hedging Creditorsany extensions, renewals and replacements thereof, so long as (x) the weighted average life of the maturity of such Indebtedness as so extended, renewed or refinanced, taken as a whole, is not shorter than such weighted average life prior to such extension, renewal or refinancing and (y) any terms of subordination set forth in such Indebtedness are not adversely affected thereby in any material respect; (bii) Indebtedness for Borrowed Money of Subsidiary Borrowers hereunder; Credit Agreement (iii) Indebtedness of any Subsidiary to the Company or to any other Subsidiary; (iv) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; (v) Guarantees by Subsidiaries of Indebtedness of other Subsidiaries; (vi) Indebtedness of any Subsidiary of the Company under any Permitted Securitization; (vii) Indebtedness of any QSPE; (viii) subject to the limitations set forth in Section 7.03(c), Capital Leases and other purchase money Indebtedness of Subsidiaries specified of the Company in Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the an aggregate principal amount of all such Indebtedness for Borrowed Money is up to but not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionexceeding U.S. $10,000,000; (cix) subject to the limitations set forth in Section 7.03(c), IRB Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary the Company in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions an aggregate principal amount up to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transactionbut not exceeding U.S. $10,000,000; and (kx) unsecured other Indebtedness for Borrowed Money not to exceed of Subsidiaries of the Company, of which no more than U.S. $25,000,000 may be secured at any time an time, provided that the aggregate outstanding principal amount of $100,000,000such Indebtedness, together with the aggregate amount of Indebtedness (whether of the Company or Subsidiaries of the Company) secured by Liens permitted under Section 7.02(l), shall not at any time exceed 5% of Total Assets at such time.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Moneyor any preferred Capital Stock, exceptother than: (a) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (b) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (c) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, constructed or improved by the such Subsidiary; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the principal amount of such Indebtedness at the time incurred does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary (or Indebtedness of SNC any Person not previously a Subsidiary that is merged, consolidated or is merged amalgamated with or consolidated into a Subsidiary of SNC Subsidiary) after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary after the date hereof; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock (i) shall exist at the time such Person becomes a Subsidiary of SNC (or at the time of is so merged, consolidated or amalgamated) or such merger or consolidationassets are acquired, as the case may be, (ii) shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNC); (dor such merger, consolidation or amalgamation) Indebtedness for Borrowed Money owed to SNC or to such acquisition, as the case may be, and (iii) shall not be secured by any Liens other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s businessthan Liens permitted under Section 6.01; (f) Indebtedness for Borrowed Money of any Subsidiary as an account party in respect of Capital Leasesletters of credit, Purchase Money Security bank guarantees and other Permitted Liensbanker’s acceptances backing or supporting obligations that do not constitute Indebtedness (it being understood and agreed that letters of credit may be provided to back bank guarantees); (g) daylight loans forming part guarantees by any Subsidiary of tax planning transactions any Indebtedness of the Company or any other Subsidiary; provided that (i) a Subsidiary shall not guarantee Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section if it were a primary obligor thereon and (ii) any Subsidiary that guarantees any Indebtedness of the Company shall also guarantee the Obligations on terms and pursuant to documentation reasonably satisfactory to the extent that such daylight loans are reimbursed or set off on the day they are incurredAdministrative Agent; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementIndebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes; (i) Indebtedness arising in connection with (i) customary cash management or treasury services, (ii) any overdraft facilities or (iii) the endorsement of instruments for Borrowed Money under deposit, in each case, entered into in the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. ordinary course of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.business; (j) customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 6.01(l); (k) Indebtedness with respect to repurchase obligations in respect of Cash Equivalents of the type set forth in clauses (a) and (b) of the definition thereof; (l) customer deposits and advance payments received in the ordinary course of business from customers for Borrowed Money under goods or services; (m) Attributable Debt in respect of outstanding Sale and Leaseback Transactions permitted by Section 6.03(b); (n) Securitization Transactions in an aggregate principal amount at any Permitted Monetization Transactiontime outstanding not to exceed US$200,000,000; and (ko) unsecured Indebtedness for Borrowed Money not other Indebtedness; provided that at the time of and after giving pro forma effect to exceed at the incurrence of any time an such Indebtedness, the sum, without duplication, of (i) the aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness of Subsidiaries permitted by this clause (o), (ii) the aggregate principal amount of the outstanding Indebtedness or other obligations secured by Liens and the outstanding Securitization Transactions permitted by Section 6.01(s) and (iii) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 6.03(c) does not exceed, at the time incurred, the greater of (x) US$200,000,000 and (y) 10.0% of Consolidated Net Tangible Assets (calculated as of the date of the Company’s balance sheet then most recently delivered pursuant to Section 5.01(a) or 5.01(b) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 5.01(a) or 5.01(b), the most recent balance sheet referred to in Section 3.04).

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries The Borrower will not permit any Subsidiary (other than any Non-Recourse Subsidiariesthe Excluded Subsidiary) will create, to incur, assume create or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under the Credit Documents and under Hedging Agreements with Hedging Creditorsclause (j) of this Section 6.01, shall not exceed $60,000,000 at any time outstanding; (b) Indebtedness for Borrowed Money of Subsidiaries specified any Subsidiary to the Borrower or any other Subsidiary; provided that any such Indebtedness owing by the Guarantors shall be at least pari passu to the Obligations; (c) Indebtedness created under the Loan Documents; (d) Attributable Debt in Schedule I connection with any Sale and Leaseback Transaction; (e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any refinancingsReplacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary; (f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof; (g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; (h) Indebtedness owed in respect of netting services, refundingsoverdraft protections and similar arrangements, renewalsin each case incurred in the ordinary course of business in connection with treasury, replacements depository or extensions thereofcash management services or in connection with any automated clearing house transfers of funds; (i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers’ compensation claims, self-insurance obligations, performance, bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and (j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at incurred under this clause (j), when taken together with the time aggregate principal amount of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; all Indebtedness incurred under clause (ca) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this AgreementSection 6.01, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money shall not to exceed $60,000,000 at any time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, exceptor any Preferred Stock or other preferred Equity Interests other than: (a) Indebtedness for Borrowed Money under or any Preferred Stock or other preferred Equity Interests existing on the Credit Documents date hereof and under Hedging Agreements with Hedging Creditors; (b) Indebtedness for Borrowed Money of Subsidiaries specified in set forth on Schedule I 6.01 and any refinancings, refundings, renewals, replacements renewals or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement amendment or extension except by an amount equal to a reasonable any premium or other reasonable amount paid and fees and expenses incurred, in connection with such refinancing; (b) Indebtedness under the Guarantee Agreement; (c) Guarantees by Subsidiary Guarantors of Indebtedness of the Company; (d) Indebtedness of any Subsidiary to the Company or any other Subsidiary; provided that no such Indebtedness shall be assigned to, or subjected to any Lien in favor of, a Person other than the Company or a Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to any premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; (cf) Indebtedness for Borrowed Money Indebtedness, Preferred Stock or preferred Equity Interests of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreementhereof; provided that such Indebtedness, which Indebtedness for Borrowed Money is existing Preferred Stock or preferred Equity Interests exist at the time such Person becomes a Subsidiary, are not created in contemplation of or in connection with such Person becoming a Subsidiary and are not secured by any Liens other than Liens permitted under Section 6.02(d) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of SNC or such Indebtedness is not increased at the time of such merger refinancing, refunding, renewal, amendment or consolidationextension except by an amount equal to any premium or other amount paid, as the case may be (other than Indebtedness for Borrowed Money incurred solely and fees and expenses incurred, in contemplation of connection with such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liensrefinancing; (g) daylight loans forming part Indebtedness of tax planning transactions to the extent any Subsidiary as an account party in respect of letters of credit backing obligations that such daylight loans are reimbursed or set off on the day they are incurred;do not constitute Indebtedness; and (h) overdrafts or negative balances other Indebtedness not expressly permitted by clauses (a) through (g) above; provided that at the time of bank accounts and after giving effect to the extent incurrence of any such Indebtedness, the sum, without duplication, of (A) the outstanding Indebtedness of Subsidiaries that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; not Subsidiary Guarantors permitted by this clause (ih), (B) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal amount of $100,000,000the outstanding Indebtedness secured by Liens and the outstanding Securitization Transactions permitted by Section 6.02(h), and (C) the Attributable Debt in respect of all outstanding Sale-Leaseback Transactions permitted by Section 6.03(b) does not exceed 10% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries The Borrower will not permit any Subsidiary (other than any Non-Recourse Subsidiariesthe Excluded Subsidiary) will create, to incur, assume create or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under the Credit Documents and under Hedging Agreements with Hedging Creditorsclause (j) of this Section 6.01, shall not exceed $60,000,000 at any time outstanding; (b) Indebtedness for Borrowed Money of Subsidiaries specified any Subsidiary to the Borrower or any other Subsidiary; provided that any such Indebtedness owing by the Guarantors shall be at least pari passu to the Obligations and the obligations of the Guarantors pursuant to the Subsidiary Guarantee; (c) Indebtedness created under the Loan Documents; (d) Attributable Debt in Schedule I connection with any Sale and Leaseback Transaction; (e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any refinancingsReplacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary; (f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof; (g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01; (h) Indebtedness owed in respect of netting services, refundingsoverdraft protections and similar arrangements, renewalsin each case incurred in the ordinary course of business in connection with treasury, replacements depository or extensions thereofcash management services or in connection with any automated clearing house transfers of funds; (i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers’ compensation claims, self-insurance obligations, performance, bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and (j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at incurred under this clause (j), when taken together with the time aggregate principal amount of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension; all Indebtedness incurred under clause (ca) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this AgreementSection 6.01, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money shall not to exceed $60,000,000 at any time an aggregate outstanding principal amount of $100,000,000outstanding.

Indebtedness of Subsidiaries. None The Borrower will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer permit to exist with respect to such Subsidiaryany Indebtedness, any Indebtedness for Borrowed Money, exceptother than: (a) Indebtedness for Borrowed Money Guarantee Obligations under the Credit Documents and under Hedging Agreements with Hedging Creditorsguarantee agreements entered into pursuant to Section 7.10; (b) Indebtedness for Borrowed Money of Subsidiaries specified in existing on the Restatement Effective Date as set forth on Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension8.1; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; provided that no such Indebtedness shall be assigned or pledged to a Person other than the Borrower or a Subsidiary; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of any Property; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $175,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be refinanced for Borrowed Money a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $1,000,000,000 in the aggregate at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) any guarantees of Indebtedness of the Borrower by its Domestic Subsidiaries; provided that in the case of any guarantee by a Domestic Subsidiary of Material Debt of the Borrower, such Domestic Subsidiary becomes a guarantor of the Obligations as required by Section 7.10; [[5731659]] (i) Indebtedness of any Person that becomes a Subsidiary of SNC or is merged or consolidated into after the Restatement Effective Date, and Indebtedness secured by any Property acquired by a Subsidiary of SNC after the date of this Agreement, which Restatement Effective Date; provided that such Indebtedness for Borrowed Money is existing exists at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidationProperty is acquired, as the case may be (other than Indebtedness for Borrowed Money incurred solely is not created in contemplation of such Person becoming a thereof or in connection therewith and is not assumed or guaranteed by any Subsidiary of SNCthe Borrower (unless such assumption or guarantee is permitted by another clause of this Section 8.1); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness incurred after the Restatement Effective Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or, the Dollar Equivalent thereof and measured for Borrowed Money purposes of this clause (j), solely on the date of incurrence thereof) in the aggregate at any time outstanding; (k) Refinancing Indebtedness in respect of Indebtedness permitted under any Permitted Monetization Transactionclauses (b) and (i) above; and (kl) other secured or unsecured Indebtedness; provided, that at the time any such Indebtedness for Borrowed Money not to exceed at any time an is incurred and after giving effect thereto, the aggregate outstanding principal amount of $100,000,000such Indebtedness and all outstanding Indebtedness theretofore incurred under this clause (l) does not exceed 15% of Net Worth at such time.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Borrower and each Designated Borrower shall not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed Money, exceptother than: (a) Indebtedness for Borrowed Money incurred under the Credit Documents and under Hedging Agreements with Hedging CreditorsLoan Documents; (b) Indebtedness for Borrowed Money existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals or extensions thereof; provided that the principal amount of Subsidiaries specified such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule I connection with such refinancing, renewal or extension; (c) Indebtedness of any Subsidiary that has executed and delivered to the Administrative Agent a guarantee agreement, satisfactory in form and substance to the Administrative Agent, under which it guarantees the Obligations of all the Borrower and the Designated Borrowers on substantially the terms on which the Borrower guarantees the Obligations of the Designated Borrowers under Article X hereof; (d) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary and any preferred stock of any Subsidiary issued to the Borrower or any other Subsidiary; provided that no such Indebtedness or preferred stock shall be assigned to, or subjected to any Lien in favor of, a Person other than the Borrower or a Subsidiary; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or software or improvements with respect thereto and that are secured by Liens permitted under Section 7.01(h), or any refinancings, refundings, renewals, replacements amendments or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement amendment or extension; (cf) Indebtedness for Borrowed Money or preferred stock of any Person that becomes a Subsidiary, or of any Person other than a Subsidiary of SNC or that is merged with or into or consolidated into a Subsidiary of SNC or amalgamated with any Subsidiary, in each case after the date of this Agreement, which hereof; provided that such Indebtedness for Borrowed Money is existing or preferred stock exists at the time such Person becomes a Subsidiary of SNC or at the time of such merger merger, consolidation or consolidationamalgamation, as the case may be (other than Indebtedness for Borrowed Money incurred solely be, is not created in contemplation of such Person becoming a Subsidiary of SNC); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in merger, consolidation or amalgamation and is not secured by any Liens other than Liens permitted under Section 7.01(i) hereof, and any refinancings, refundings, renewals, amendments or extensions thereof, provided that the ordinary course amount of such Subsidiary’s business; (f) Indebtedness for Borrowed Money or preferred stock is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in respect of Capital Leasesconnection with such refinancing, Purchase Money Security and other Permitted Liensrefunding, renewal, amendment or extension; (g) daylight loans forming part Guarantees by any Subsidiary of tax planning transactions to the extent any Indebtedness of any other Subsidiaries that such daylight loans are reimbursed or set off on the day they are incurredis permitted under Section 7.02(o); (h) overdrafts or negative balances Indebtedness of any Subsidiary as an account party in respect of letters of credit, bank accounts to the extent guarantees and banker’s acceptances backing obligations that these overdrafts or negative balances are set off through a Cash Pooling Arrangementdo not constitute Indebtedness; (i) Indebtedness arising in connection with (A) customary cash management or treasury services, (B) any overdraft facilities in the ordinary course of business, (C) notional pooling cash management arrangements in the ordinary course of business or (D) the endorsement of instruments for Borrowed Money under deposit or collection or similar transactions in the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. ordinary course of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.business; (j) Indebtedness arising in connection with any Securitization and indemnification obligations pursuant to factoring or similar arrangements permitted by Section 7.01(r); (k) Indebtedness arising from customer deposits and advance payments received in the ordinary course of business from customers for Borrowed Money goods or services; (l) Indebtedness arising from Sale-Leaseback Transactions permitted by Section 7.01(v) that finance the acquisition or construction of fixed or capital assets or improvements with respect thereto; (m) Indebtedness comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (n) Indebtedness incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any Permitted Monetization Transactionof its Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the importation of goods; and (ko) unsecured Indebtedness arising under master netting agreements and other Swap Contracts to hedge exposure to currency and interest rate risks entered into in the ordinary course of business and not for Borrowed Money speculative purposes and Indebtedness arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions; (p) other Indebtedness other than Indebtedness described above in this Section 7.02, provided that the sum of (i) the aggregate amount of the Indebtedness permitted by this subsection (p) and (ii) the aggregate amount of the Indebtedness secured by Liens permitted by Section 7.01(w) shall not to exceed at any time exceed an aggregate outstanding principal amount equal to the greater of (x) $100,000,000500,000,000 and (y) 15% of Consolidated Net Tangible Assets of the Borrower.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary that is not a Guarantor to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money created under the Credit Documents and under Hedging Agreements with Hedging CreditorsLoan Documents; (b) Indebtedness for Borrowed Money existing on the Restatement Effective Date and, to the extent in excess of Subsidiaries specified $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule I 6.01 hereto on the Restatement Effective Date and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount Permitted Refinancing Indebtedness in respect of all such Indebtedness for Borrowed Money is not increased at the time permitted by this clause (b) and Guarantees of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionPermitted Refinancing Indebtedness; (c) Indebtedness for Borrowed Money to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by a Borrower or any Subsidiary, provided that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of Guarantees shall be permitted to be incurred pursuant to this Agreement, which Indebtedness for Borrowed Money is existing subclause (ii) only if at the time such Person becomes Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Subsidiary Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of SNC Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Re- financing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $1,000,000,000 (or the Spot Rate equivalent thereof at the time of incurrence of such merger Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (j) Indebtedness in respect of bid, performance, surety, stay, customs, appeal or consolidationreplevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, as the case may be (other than including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for Borrowed Money money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred solely in connection with acquisitions and asset sales not prohibited by Section 6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.00 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time outstanding pursuant to this clause (t); (u) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (x) Indebtedness of Canopy assumed in connection with the acquisition of such Person, outstanding as of the date of the Commitment Letter and not created in contemplation of the Canopy Investment or of such Person becoming a Subsidiary of SNC); (d) the Company and any Permitted Refinancing Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters such Indebtedness Each category of Credit issued Indebtedness (other than Indebtedness under the Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) set forth above shall be deemed to be cumulative and for the account purposes of such Wholly-Owned Subsidiary determining compliance with this Section 6.01, in the ordinary course event that an item of such Subsidiary’s business; Indebtedness (for any portion thereof) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money not to exceed at any time an aggregate outstanding principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of $100,000,000such Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Borrower shall not permit any Non-Recourse Subsidiaries) will Subsidiary to create, incur, assume or suffer to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money owed to the Borrower or to another Subsidiary; provided, however, that any Indebtedness of the Guarantor owed to another Subsidiary shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in right of payment to its obligations under the Credit Documents and under Hedging Agreements with Hedging CreditorsGuaranty Agreement; (b) Indebtedness for Borrowed Money of Subsidiaries specified obligations under Swap Contracts entered into in Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection compliance with such refinancing, refunding, renewal, replacement or extensionSection 7.11; (c) Indebtedness for Borrowed Money of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Person becomes Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such any Person becoming a Subsidiary of SNCso acquired); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries guaranty by the Guarantor of SNCthe Borrower’s Indebtedness; (e) reimbursement obligations Indebtedness of a Wholly-Owned Subsidiary in respect Guardian Pipeline, L.L.C. (“Guardian”) pursuant to the Master Shelf Agreement, dated as of Letters November 8, 2001, among Guardian, Prudential Insurance Company of Credit issued for America and the account other parties thereto, as amended from time to time, together with any renewals, extensions or refinancings thereof, provided that any renewal, extension or refinancing thereof is not greater than the principal amount of the Indebtedness being renewed, extended or refinanced, and does not shorten the weighted average life to maturity of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business;Indebtedness; and (f) Indebtedness for Borrowed Money of Subsidiaries (excluding Indebtedness otherwise permitted in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (gthis Section 7.03) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transaction; and (k) unsecured Indebtedness for Borrowed Money which does not to exceed at any time an aggregate outstanding principal amount outstanding equal to fifteen percent (15%) of $100,000,000Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company will not permit any Non-Recourse Subsidiaries) will Subsidiary that is not a Guarantor to create, incur, assume or suffer permit to exist with respect to such Subsidiary, any Indebtedness for Borrowed MoneyIndebtedness, except: (a) Indebtedness for Borrowed Money created under the Credit Documents and under Hedging Agreements with Hedging CreditorsLoan Documents; (b) Indebtedness for Borrowed Money existing on the Restatement Effective Date and, to the extent in excess of Subsidiaries specified $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule I 6.01 hereto on the Restatement Effective Date and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount Permitted Refinancing Indebtedness in respect of all such Indebtedness for Borrowed Money is not increased at the time permitted by this clause (b) and Guarantees of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extensionPermitted Refinancing Indebtedness; (c) Indebtedness for Borrowed Money of to the Company or any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date of this Agreement, which Indebtedness for Borrowed Money is existing at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidation, as the case may be (other than Indebtedness for Borrowed Money incurred solely in contemplation of such Person becoming a Subsidiary of SNC)Subsidiary; (d) Guarantees of Indebtedness for Borrowed Money owed (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by a Borrower or any Subsidiary, provided that Guarantees shall be permitted to SNC or be incurred pursuant to other Subsidiaries this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of SNCIndebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) reimbursement obligations Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Wholly-Owned Subsidiary Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Letters of Credit issued for Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the account completion of such Wholly-Owned Subsidiary in construction, repair, maintenance, replacement, installation or improvement and (ii) the ordinary course aggregate principal amount of such Subsidiary’s businessIndebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness for Borrowed Money in respect of Capital Leasesletters of credit (including trade letters of credit), Purchase Money Security bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other Permitted Liensemployee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) daylight loans forming part of tax planning transactions Attributable Receivables Indebtedness incurred pursuant to the extent that such daylight loans are reimbursed or set off on the day they are incurredPermitted Receivables Facilities, not to exceed $600,000,000; (h) overdrafts Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $1,000,000,000 (or negative balances the spot rate equivalent thereof at the time of bank accounts to incurrence of such Indebtedness in such other currency as reasonably determined by the extent that these overdrafts or negative balances are set off through a Cash Pooling ArrangementCompany); (i) Indebtedness under Swap Agreements entered into in the ordinary course of business and not for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred.speculative purposes; (j) Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for Borrowed Money money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with a an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Monetization TransactionRefinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time outstanding pursuant to this clause (t); (u) Indebtedness in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); and (kw) unsecured endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business. Each category of Indebtedness (other than Indebtedness under the Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) set forth above shall be deemed to be cumulative and for Borrowed Money not to exceed purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time an aggregate outstanding principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount and type of $100,000,000such Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Money, exceptor any preferred Capital Stock other than: (ai) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (bii) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (ciii) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (iv) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (v) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock shall exist at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidationassets are acquired, as the case may shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNCor such acquisition and shall not be secured by any Liens other than Liens permitted under Section 7.03(a); (dvi) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCany Subsidiary as an account party in respect of letters of credit, bank guarantees and banker’s acceptances backing obligations that do not constitute Indebtedness; (evii) reimbursement obligations guarantees by any Subsidiary of a Whollyany Indebtedness of the Company or any other Subsidiary; provided that such Subsidiary guaranteeing any Indebtedness of the Company also guarantees the Obligations on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (viii) Indebtedness incurred in connection with Hedging Agreements entered into for non-Owned Subsidiary speculative purposes; (ix) Indebtedness arising in respect connection with (A) customary cash management or treasury services, (B) any overdraft facilities or (C) the [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] endorsement of Letters of Credit issued instruments for the account of such Wholly-Owned Subsidiary deposit, in each case, entered into in the ordinary course of such Subsidiary’s business; (fx) Customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 7.03(a)(xii); (xi) Indebtedness for Borrowed Money with respect to repurchase obligations in respect of Capital Leases, Purchase Money Security Cash Equivalents of the type set forth in clauses (a) and other Permitted Liens(b) of the definition thereof; (gxii) daylight loans forming part customer deposits and advance payments received in the ordinary course of tax planning transactions to the extent that such daylight loans are reimbursed business from customers for goods or set off on the day they are incurredservices; (hxiii) overdrafts or negative balances Attributable Debt in respect of bank accounts all outstanding Sale and Leaseback Transactions permitted by Section 7.03(c)(ii) in an aggregate principal amount at any time outstanding not to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transactionexceed $75,000,000; and (kxiv) unsecured other Indebtedness; provided that at the time of and after giving pro forma effect to the incurrence of any such Indebtedness, the sum, without duplication, of (A) the outstanding Indebtedness for Borrowed Money not to exceed at any time an of Subsidiaries permitted by this clause (xiv), (B) the aggregate outstanding principal amount of the outstanding Indebtedness or other obligations secured by Liens and the outstanding Securitization Transactions permitted by Section 7.03(a)(xviii), and (C) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 7.03(c)(iii) does not exceed the greater of (x) $100,000,000100,000,000 and (y) 10.0% of Consolidated Net Assets (calculated as of the date of the Company’s balance sheet most recently delivered pursuant to Section 7.01(a)(i) or Section 7.01(a)(ii) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 7.01(a)(i) or Section 7.01(a)(ii), the most recent balance sheet referred to in Section 6.04).

Indebtedness of Subsidiaries. None The Borrower will not permit any of the Wholly-Owned its Subsidiaries (other than any Non-Recourse Subsidiaries) will to create, incur, assume or suffer permit to exist with respect to such Subsidiaryany Indebtedness, any Indebtedness for Borrowed Money, exceptother than: (a) Indebtedness for Borrowed Money Guarantee Obligations under the Credit Documents and under Hedging Agreements with Hedging Creditorsguarantee agreements entered into pursuant to Section 7.10; (b) Indebtedness for Borrowed Money of Subsidiaries specified in existing on the Restatement Effective Date as set forth on Schedule I and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension8.1; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; provided that no such Indebtedness shall be assigned or pledged to a Person other than the Borrower or a Subsidiary; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of any Property; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $175,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be refinanced for Borrowed Money a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $1,000,000,000 in the aggregate at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) any guarantees of Indebtedness of the Borrower by its Domestic Subsidiaries; provided that in the case of any guarantee by a Domestic Subsidiary of Material Debt of the Borrower, such Domestic Subsidiary becomes a guarantor of the Obligations as required by Section 7.10; (i) Indebtedness of any Person that becomes a Subsidiary of SNC or is merged or consolidated into after the Restatement Effective Date, and Indebtedness secured by any Property acquired by a Subsidiary of SNC after the date of this Agreement, which Restatement Effective Date; provided that such Indebtedness for Borrowed Money is existing exists at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidationProperty is acquired, as the case may be (other than Indebtedness for Borrowed Money incurred solely is not created in contemplation of such Person becoming a thereof or in connection therewith and is not assumed or guaranteed by any Subsidiary of SNCthe Borrower (unless such assumption or guarantee is permitted by another clause of this Section 8.1); (d) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNC; (e) reimbursement obligations of a Wholly-Owned Subsidiary in respect of Letters of Credit issued for the account of such Wholly-Owned Subsidiary in the ordinary course of such Subsidiary’s business; (f) Indebtedness for Borrowed Money in respect of Capital Leases, Purchase Money Security and other Permitted Liens; (g) daylight loans forming part of tax planning transactions to the extent that such daylight loans are reimbursed or set off on the day they are incurred; (h) overdrafts or negative balances of bank accounts to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness incurred after the Restatement Effective Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or, the Dollar Equivalent thereof and measured for Borrowed Money purposes of this clause (j), solely on the date of incurrence thereof) in the aggregate at any time outstanding; (k) Refinancing Indebtedness in respect of Indebtedness permitted under any Permitted Monetization Transactionclauses (b) and (i) above; and (kl) other secured or unsecured Indebtedness; provided, that at the time any such Indebtedness for Borrowed Money not to exceed at any time an is incurred and after giving effect thereto, the aggregate outstanding principal amount of $100,000,000such Indebtedness and all outstanding Indebtedness theretofore incurred under this clause (l) does not exceed 15% of Net Worth at such time.

Indebtedness of Subsidiaries. None of the Wholly-Owned Subsidiaries (other than The Company shall not permit any Non-Recourse Subsidiaries) will Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to such Subsidiary, any Indebtedness for Borrowed Money, exceptor any preferred Capital Stock other than: (ai) Indebtedness for Borrowed Money under the Credit Documents and under Hedging Agreements with Hedging CreditorsObligations; (bii) Permitted Existing Indebtedness for Borrowed Money of Subsidiaries specified in Schedule I and any refinancings, refundings, renewals, replacements refundings or extensions thereof; provided that the aggregate principal amount of all such Indebtedness for Borrowed Money is not increased at the time of any such refinancing, refunding, renewal, replacement refunding or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement refunding or extension; (ciii) Indebtedness for Borrowed Money of any Subsidiary to the Company or any other Subsidiary and any preferred Capital Stock issued to the Company or any other Subsidiary; (iv) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets and related software acquired, constructed or improved by the such Subsidiary; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (v) Indebtedness or preferred Capital Stock of any Person that becomes a Subsidiary of SNC or is merged or consolidated into a Subsidiary of SNC after the date hereof, or Indebtedness that is assumed by any Subsidiary in connection with an acquisition of this Agreement, which assets by such Subsidiary; provided that such Indebtedness for Borrowed Money is existing or preferred Capital Stock shall exist at the time such Person becomes a Subsidiary of SNC or at the time of such merger or consolidationassets are acquired, as the case may shall not be (other than Indebtedness for Borrowed Money incurred solely created in contemplation of or in connection with such Person becoming a Subsidiary of SNCor such acquisition and shall not be secured by any Liens other than Liens permitted under Section 7.03(a); (dvi) Indebtedness for Borrowed Money owed to SNC or to other Subsidiaries of SNCany Subsidiary as an account party in respect of letters of credit, bank guarantees and banker’s acceptances backing obligations that do not constitute Indebtedness; (evii) reimbursement obligations guarantees by any Subsidiary of a Whollyany Indebtedness of the Company or any other Subsidiary; provided that such Subsidiary guaranteeing any Indebtedness of the Company also guarantees the Obligations on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (viii) Indebtedness incurred in connection with Hedging Agreements entered into for non-Owned Subsidiary speculative purposes; (ix) Indebtedness arising in respect connection with (A) customary cash management or treasury services, (B) any overdraft facilities or (C) the endorsement of Letters of Credit issued instruments for the account of such Wholly-Owned Subsidiary deposit, in each case, entered into in the ordinary course of such Subsidiary’s business; (fx) Customary indemnification obligations pursuant to factoring or similar arrangements permitted by Section 7.03(a)(xii); (xi) Indebtedness for Borrowed Money with respect to repurchase obligations in respect of Capital Leases, Purchase Money Security Cash Equivalents of the type set forth in clauses (a) and other Permitted Liens(b) of the definition thereof; (gxii) daylight loans forming part customer deposits and advance payments received in the ordinary course of tax planning transactions to the extent that such daylight loans are reimbursed business from customers for goods or set off on the day they are incurredservices; (hxiii) overdrafts or negative balances Attributable Debt in respect of bank accounts all outstanding Sale and Leaseback Transactions permitted by Section 7.03(c)(ii) in an aggregate principal amount at any time outstanding not to the extent that these overdrafts or negative balances are set off through a Cash Pooling Arrangement; (i) Indebtedness for Borrowed Money under the CDPQ Loan and a Guarantee by SNC-Lavalin Inc. of the obligations of Highway Holdings under the CDPQ Loan to the extent the recourses under that Guarantee are limited to shares of Highway Holdings and, if shares of 407 International Inc. are transferred to SNC-Lavalin Inc., to the shares so transferred. (j) Indebtedness for Borrowed Money under any Permitted Monetization Transactionexceed $75,000,000; and (kxiv) unsecured other Indebtedness; provided that at the time of and after giving pro forma effect to the incurrence of any such Indebtedness, the sum, without duplication, of (A) the outstanding Indebtedness for Borrowed Money not to exceed at any time an of Subsidiaries permitted by this clause (xiv), (B) the aggregate outstanding principal amount of the outstanding Indebtedness or other obligations secured by Liens and the outstanding Securitization Transactions permitted by Section 7.03(a)(xviii), and (C) the Attributable Debt in respect of all outstanding Sale and Leaseback Transactions permitted by Section 7.03(c)(iii) does not exceed the greater of (x) $100,000,000100,000,000 and (y) 10.0% of Consolidated Net Assets (calculated as of the date of the Company’s balance sheet most recently delivered pursuant to Section 7.01(a)(i) or Section 7.01(a)(ii) or, if prior to the delivery of the first balance sheet to be delivered pursuant to Section 7.01(a)(i) or Section 7.01(a)(ii), the most recent balance sheet referred to in Section 6.04).