Common use of Indebtedness of the U Clause in Contracts

Indebtedness of the U. S. Borrower and the Subsidiaries incurred under lines of credit or overdraft facilities (including, but not limited to, intraday, ACH and purchasing card/T&E services) extended by one or more financial institutions reasonably acceptable to the Administrative Agent or Lenders and (in each case) established for the U.S. Borrower’s and the Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness may be secured as, but only to the extent, provided in Section 6.02(b) and in the Security Documents (it being understood, however, that for a period of 30 consecutive days during each fiscal year of the U.S. Borrower the outstanding principal amount of Indebtedness under the Overdraft Line shall not exceed $40.0 million); (i) other Indebtedness incurred by the U.S. Borrower or any Subsidiary Loan Party; provided that, (A) immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis as if such incurrence of Indebtedness had occurred on the first day of the four fiscal quarter period ending on the last day of the U.S. Borrower’s then most recently completed fiscal quarter for which financial statements are available, the Consolidated Leverage Ratio shall not exceed 5.00 to 1.00 and (B) at the time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) Permitted Refinancing Indebtedness in respect thereof; and

Indebtedness of the U. S. Borrower or any of its Subsidiaries assumed in connection with acquisitions permitted by subsection 9.6(g) (so long as such Indebtedness was not incurred in anticipation of such acquisitions), (ii) Indebtedness of newly acquired Subsidiaries of the U.S. Borrower acquired in such acquisitions (so long as such Indebtedness was not incurred in anticipation of such acquisition) and (iii) Indebtedness of Holdings, the U.S. Borrower or any of its Subsidiaries incurred under lines owed to the seller in any acquisition permitted by subsection 9.6(g) constituting part of credit or overdraft facilities (including, but not limited to, intraday, ACH the purchase price thereof so long as such Indebtedness is subordinated to the Loans and purchasing card/T&E services) extended by one or more financial institutions other obligations hereunder on terms reasonably acceptable to the Administrative Agent or Lenders and (in each case) established for the U.S. Borrower’s and the Subsidiaries’ ordinary course Agent, all of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness may be secured as, but only to the extent, provided in Section 6.02(bpermitted by this subsection 9.1 (h) and in the Security Documents (it being understood, however, that for a period of 30 consecutive days during each fiscal year of the U.S. Borrower the outstanding principal amount of Indebtedness under the Overdraft Line shall not exceed $40.0 million)20,000,000 in aggregate principal amount at any one time outstanding; (i) other additional unsecured subordinated Indebtedness incurred by of the U.S. Borrower or and its Subsidiaries in an aggregate principal amount at any Subsidiary Loan Party; provided that, time outstanding not to exceed (Ai) immediately after giving effect to the incurrence $25,000,000 plus (ii) any additional principal amount of such Indebtedness issued in lieu of cash interest on a Pro Forma Basis as if such incurrence of outstanding Indebtedness had occurred on the first day or any refinancing thereof; provided that (x) no part of the four fiscal quarter period ending on principal amount of such Indebtedness shall have a maturity date earlier than the last day six-month anniversary of the U.S. Borrower’s then most recently completed fiscal quarter for which financial statements are availablefinal Installment Payment Date, (y) the Consolidated Leverage Ratio non-default cash interest rate thereon shall not exceed 5.00 to 1.00 and (B) at the time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom13% per annum, and (iiz) Permitted Refinancing such Indebtedness in respect thereof; andshall be subordinated to the obligations of the Credit Parties under the Credit Documents on customary terms and conditions;