Common use of Indebtedness Clause in Contracts

Indebtedness. The Parent Borrower shall not, and shall not permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. (i) The Parent Borrower shall not, and shall not permit its Restricted Subsidiaries any Subsidiary to, Incur directly or suffer indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: Indebtedness other than (without duplication) (a) existing Indebtedness outstanding on payable after the Funding Date and described on Schedule 7.3; scheduled Maturity Date, (b) Indebtedness under the Credit Documents; Assurant Commercial Paper Debt, (c) Indebtedness under: secured by Liens permitted by Section 6.1(viii), (iix) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and or (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; xiv), (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary Indebtedness owed to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; a Subsidiary, (e) Indebtedness arising under letters of credit issued for the account of the Borrower and/or any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposesSubsidiary, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsa Person that becomes a Subsidiary, or is merged into the Borrower or a Subsidiary, after the Effective Date, provided that (ii1) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness is not to incurred in anticipation thereof and (2) the aggregate amount of such Indebtedness does not exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower arising under Interest Rate Agreements and Currency Agreements, provided that such agreements are entered into to hedge bona fide business risks and not Incurred in contemplation of such transaction; for speculation, (h) Indebtedness arising under this Agreement and (i) under Performance Guaranties and Performance Letters other Indebtedness having an aggregate principal amount not exceeding $100,000,000 at any time outstanding. For purposes of Credit and determining compliance with this clause (i), in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories above, the Borrower will be permitted to classify the item of Indebtedness on the date of its borrowing, incurrence, creation or assumption, or later reclassify all or a portion of the item of Indebtedness, in any manner that complies with this clause (i). (ii) The Borrower shall not permit the aggregate outstanding principal amount of all Indebtedness of its Subsidiaries to exceed 5% of Consolidated Adjusted Net Worth at any time; provided that the following Indebtedness shall be excluded in determining whether Indebtedness of Subsidiaries exceeds 5% of Consolidated Adjusted Net Worth: (a) Indebtedness described in Section 6.2(i)(a), and in Section 6.2(i)(c) through (i)(g), (b) Indebtedness of the type described in clause (vii), (viii) or (ix) of the definition of Indebtedness incurred by any Subsidiary with respect to letters the obligations of credit issued one of its Subsidiaries and (c) Indebtedness of the type described in clause (viii) or (ix) of the definition of Indebtedness incurred in connection with insurance products offered by Subsidiaries in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).”

Indebtedness. The Parent Borrower shall notnot create, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, except: (a) existing Indebtedness outstanding on of Borrower under or pursuant to this Agreement and the Funding Date and described on Schedule 7.3other Loan Documents; (b) Indebtedness under existing, or arising pursuant to commitments existing, on the Credit Documentsdate hereof, all as set forth in Schedule 3.9, and any extensions, renewals, refundings or refinancings thereof on substantially the same terms or other terms satisfactory to Lender; provided, however, that neither the principal amount thereof nor the interest rate (including the manner of calculating a variable rate of interest) thereon shall be increased, nor shall the amortization schedule thereof be shortened; (c) Current liabilities incurred in the ordinary course of business and not represented by any note, bond, debenture or other instrument, and which do not remain unpaid more than thirty (30) days after the date due or more than one hundred and fifty (150) days after the date of the corresponding invoice, whichever is longer, or if unpaid beyond that time, which are being contested in good faith and by appropriate actions and for which adequate reserves in accordance with GAAP have been established on the books of the primary obligor with respect thereto; (d) Contingent Obligations consisting of (1) the indorsement by Borrower or any of its Subsidiaries of negotiable instruments payable to such Person for deposit or collection in the ordinary course of business, and (2) guarantees executed by Borrower or any of its Subsidiaries with respect to Indebtedness under:of Borrower and its Subsidiaries otherwise permitted by this Agreement; (e) Contingent Obligations consisting of the indemnification by Borrower or any of its Subsidiaries in favor of (1) the officers, directors, employees and agents of Borrower or such Subsidiary, to the extent permissible under the corporation law of the jurisdiction in which Borrower or such Subsidiary is organized, (2) commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of Borrower's or such Subsidiary's securities or the rendering of banking or professional services to Borrower or such Subsidiary and (3) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by Borrower or such Subsidiary; (f) Indebtedness with respect to financed insurance premiums not past due; (g) Indebtedness of Borrower that is owed to a Subsidiary of Borrower and that is described in clause (d) of Section 4.13; and (h) Indebtedness that is owed to a seller of assets in a Permitted Acquisition or the Cornerstone Acquisition that (i) relates to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions, and (ii) is outstanding for a period of one hundred twenty (120) days or less following the closing of such Permitted Acquisition or the Cornerstone Acquisition, as applicable; (i) Indebtedness incurred or assumed as a part of the Term Loan Credit Documents and any Guaranties of such Indebtedness by consideration for a Guarantor; and (ii) Permitted Acquisition, not otherwise described in this Section 4.14, in the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal maximum amount of Term Loans and Senior Notes shall not exceed $10,000,000 per Permitted Acquisition with an aggregate amount of not to exceed $1,730,000,000 30,000,000 outstanding at any one time; (dj) intercompany loans and advances made by Any Indebtedness that Refinances the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Laurus Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposesFacility, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness so long as (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at not in excess of the time sum of Incurrence thereof that does not exceed(x) $4,000,000, when taken together with all and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; Refinancing; (nii) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount Average Life of such Indebtedness (other than by amounts is equal to unpaid accrued interest or greater than the Average Life of the Indebtedness being Refinanced; (iii) the Stated Maturity of such Indebtedness is no earlier than the Stated Maturity of the Indebtedness being Refinanced; and premium thereon plus other amounts paid(iv) the new Indebtedness shall not be senior in right of payment to the Indebtedness that is being Refinanced; provided, however, that such new Indebtedness shall not include Indebtedness of a Subsidiary that Refinances the Laurus Credit Facility. (k) Purchase Money Debt and fees and expenses (including Capitalized Lease Obligations in an aggregate amount not to exceed $2,000,000.00 outstanding at any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)one time.

Indebtedness. (a) The Parent Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness (a) existing other than Indebtedness outstanding on incurred pursuant to this Agreement and the Funding Date and described on Schedule 7.3; (b) Indebtedness under the other Credit Documents; (c) Indebtedness underexcept: (i) Indebtedness in a principal amount of up to Ten Million Dollars ($10,000,000) in the Term Loan Credit Documents aggregate at any time outstanding, so long as at the time such Indebtedness is incurred: (x) no Default or Event of Default has occurred and is continuing, (y) such Indebtedness would not cause any Guaranties Default or Event of Default, either on a pro forma basis for the most recently ended Test Period (or at the time of such incurrence, as applicable), or on a projected basis for the one year period following such incurrence, with each of the covenants set forth in Sections 9.07 through 9.09, inclusive, and (z) the Borrower shall have delivered an officer’s certificate from the senior financial officer of the Borrower certifying that the conditions set forth in clause (x) and (y) above are satisfied and setting forth the calculations of the pro forma compliance described in clause (y) above in reasonable detail; (ii) Indebtedness by a Guarantorpermitted under Section 9.05(iii); (iii) the Borrower and its Subsidiaries may issue guarantees of Indebtedness permitted under Section 9.04(a)(i); and (iiiv) the Senior Notes Borrower and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans its Subsidiaries may enter into and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans remain liable under Interest Rate Protection Agreements and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions Other Hedging Agreements entered into in the ordinary course of business and not for speculative purposes, ; provided that the Borrower’s and Indebtedness in respect of Specified Cash Management Obligations;the Subsidiaries’ obligations thereunder are fully subordinate to their obligations hereunder on terms satisfactory to the Administrative Agent. (fb) Indebtedness Notwithstanding anything to the contrary set forth above in this Section 9.04, (i) under unsecured lines of credit no Subsidiary Guarantor shall incur any Indebtedness for overdrafts or borrowed money (including Contingent Obligations in respect thereof) except for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (gx) Indebtedness of a Person existing at incurred pursuant to this Agreement and the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower other Credit Documents and not Incurred in contemplation of such transaction; (hy) intercompany Indebtedness (i) under Performance Guaranties and Performance Letters of Credit permitted pursuant to Section 9.05(iii), and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens except as permitted under Section 7.2(g9.04(a)(ii); provided that , the aggregate principal amount of all Capitalized Lease Obligations Borrower and Indebtedness under this Section 7.3(i) the Subsidiary Guarantors shall not exceed at assume, incur or suffer to exist any one time outstanding $250,000,000; (j) Guaranties with Contingent Obligations in respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any which is not a Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Each Borrower and Guarantor shall not, and shall not permit its Restricted Subsidiaries any Subsidiary to, Incur incur, create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) the Indebtedness under of Associated and its Subsidiaries in respect of the Credit DocumentsOpco Notes as in effect on the date hereof; (c) purchase money Indebtedness under: (iincluding Capital Leases) arising after the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary date hereof to the Parent Borrower extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank industrial revenue bonds or other Person of a check, draft similar government or similar instrument inadvertently drawing against insufficient funds, all municipal bonds (subject to such Indebtedness intercreditor and subordination arrangements as Agent may reasonably required) not to exceed the Dollar Equivalent of $100,000,000 7,500,000 in the aggregate at any time outstandingoutstanding so long as such security interests and mortgages do not apply to any property of such Borrower, provided that amounts under overdraft lines Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of credit the Equipment or outstanding Real Property so acquired, as a result the case may be; (d) guarantees by any Borrower or Guarantor of drawings against insufficient funds the Obligations of the other Borrowers or Guarantors in favor of Agent for the benefit of Lenders; (e) the Indebtedness of any Borrower or Guarantor to any other Borrower or Guarantor arising after the date hereof pursuant to loans by any Borrower or Guarantor permitted hereunder; (f) unsecured Indebtedness of any Borrower or Guarantor arising after the date hereof to any third person (but not to any other Borrower or Guarantor); provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be outstanding on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for one (1) Business Day before being included application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate amountprincipal amount of such Indebtedness incurred during the term of this Agreement exceed $20,000,000, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto; except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (viii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (g) Indebtedness of Borrower arising after the date hereof issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for Indebtedness permitted under Sections 10.3(b) (the “Refinancing Indebtedness”); provided, that, as to any such Refinancing Indebtedness, each of the following conditions is satisfied: (i) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (ii) promptly upon Agent’s request, Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (iii) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity and a final maturity equal to or greater than the Weighted Average Life to Maturity and the final maturity, respectively, of the Indebtedness being extended, refinanced, replaced, or substituted for, (iv) the Refinancing Indebtedness shall rank in right of payment no more senior than, and be at least as subordinated (if subordinated) to, the Obligations as the Indebtedness being extended, refinanced, replaced or substituted for, (v) the Refinancing Indebtedness shall not include terms and conditions with respect to Borrowers and Guarantors which are more burdensome or restrictive in any material respect than those included in the Indebtedness so extended, refinanced, replaced or substituted for, taken as a whole, so that in view of all of the terms and conditions of the Refinancing Indebtedness, such terms and conditions are more favorable to Borrowers and Guarantors; except, that, the interest rate of the Indebtedness replacing Indebtedness under Section 10.3(b) may be greater than the interest rate applicable to the Indebtedness being replaced if, in addition to the other requirements of this Section 10.3(g), the Fixed Charge Coverage Ratio of Parent and its Subsidiaries (on a consolidated basis) shall have been not less than 1.2:1.0 with respect to the twelve (12) consecutive calendar month period ending as of the date of the incurrence of such Refinancing Indebtedness and shall be not less than 1.2:1.0 after giving effect thereto, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vii) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so extended, refinanced, replaced or substituted for (plus the lesser of (A) the stated amount of any premium or other payment required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness being refinanced and (B) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of reasonable expenses of Borrowers and Guarantors incurred in connection with such refinancing), (viii) the Refinancing Indebtedness shall be secured by substantially the same assets, provided, that, such security interests (if any) with respect to the Refinancing Indebtedness shall have a priority no more senior than, and be at least as subordinated, if subordinated (on terms and conditions substantially similar to the subordination provisions applicable to the Indebtedness so extended, refinanced, replaced or substituted for or as is otherwise acceptable to Agent) as the security interest with respect to the Indebtedness so extended, refinanced, replaced or substituted for, and (ix) Borrowers and Guarantors may only make payments of principal, interest and fees, if any, in respect of such Indebtedness to the extent such payments would have been permitted hereunder in respect of the Indebtedness so extended, refinanced, replaced or substituted for; (h) unsecured Indebtedness of a Borrower or Guarantor in respect of seller notes on terms and acceptable to Agent, so long as the aggregate principal amount of seller notes outstanding, when aggregated with the aggregate principal amount of Indebtedness outstanding pursuant to clause (i), below, of this Section 10.3, does not at any time exceed $8,000,000; (i) Indebtedness of a Person existing at the time such Person becomes became a Restricted Subsidiary of the Parent a Borrower pursuant to a transaction permitted hereunder (such Person, an “Acquired Person”), together with all Indebtedness assumed by a Borrower or is merged Guarantor in connection with or into the Parent Borrower or any Restricted Subsidiary Permitted Acquisition, in respect only of the Parent Borrower Real Property and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) capitalized leases which, when aggregated with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to clause (h), above, of this Section 7.3(m)10.3, the Subsidiary Debt Basket Amount; (n) the issuance by does not at any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower time exceed $8,000,000; provided, that, such Indebtedness shall not have been created or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount incurred in contemplation of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver Person becoming a Subsidiary or consent fee) reasonably Incurred, in connection contemplation of such extension, modification, renewal, refinancing or replacement).Permitted Acquisition;

Indebtedness. The Parent Borrower From the date of this Agreement until the first date following the Closing Date on which the Notes are no longer outstanding and the Security Agreement has terminated, the Company shall not, and shall cause each of its Subsidiaries and Foreign Subsidiaries not permit its Restricted Subsidiaries to, Incur create, incur, assume, extend the term of, become obligated on or suffer to exist (directly or indirectly), any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness other than under the Credit Documents; Notes issued pursuant to this Agreement, except that the Company and its Subsidiaries and Foreign Subsidiaries may incur or enter into the following (c) Indebtedness under:collectively, “Permitted Indebtedness”): (i) the Term Loan Credit Documents Prior Notes and any Guaranties of such Indebtedness by a Guarantor; andlisted on Schedule 3(x); (ii) non-convertible Indebtedness for borrowed money, but only to the Senior Notes extent (A) a subordination agreement in favor of and any Guaranties in form and substance satisfactory to, each Buyer in its reasonable discretion is executed and delivered to such Buyer with respect thereto (which subordination agreement shall prohibit unscheduled payments in respect of such subordinated Indebtedness for so long as the Notes are outstanding), (B) the terms of such subordinated Indebtedness does not require or permit payment of principal thereon until full payment of any outstanding Notes, and (C) such subordinated Indebtedness is not secured by a Guarantor; provided that any of the principal amount assets of Term Loans the Company or any of its Subsidiaries and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeForeign Subsidiaries; (diii) unsecured intercompany loans Indebtedness amongst the Company and advances made by the Parent Borrower to any Restricted Subsidiary one or made by any Restricted Subsidiary to the Parent Borrower more of its Subsidiaries or its Restricted Foreign Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (eiv) Indebtedness under any Rate Management of the Company and Currency Protection Transactions entered into in the ordinary course of business its Subsidiaries and Foreign Subsidiaries for taxes, assessments, municipal or governmental charges not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsyet due; (fv) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary obligations of the Parent Borrower Company and its Subsidiaries and Foreign Subsidiaries for collection or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued deposit in the ordinary course of business; (ivi) Capitalized Lease Obligations unsecured account trade payables that are (A) entered into or incurred in the ordinary course of the Company’s and Indebtedness secured its Subsidiaries’ and Foreign Subsidiaries’ business, (B) on terms that require full payment within ninety (90) days from the date entered into or incurred, (C) not unpaid in excess of sixty (60) days from the receipt of invoice, or are being contested in good faith and as to which such reserve as is required by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations GAAP has been made and Indebtedness under this Section 7.3(i(D) shall not exceed exceeding at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at among the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Company and its Subsidiaries to the Parent Borrower or to any of its Restricted and Foreign Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by $5,000,000 at any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00time; and (pvii) extensions, modifications, renewals, refinancings capital or replacements equipment lease financing arrangements in the ordinary course of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)business.

Indebtedness. The Parent None of the Borrower shall notor any of the Subsidiaries will create, and shall not incur, assume or permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness, exceptother than: (a) existing Indebtedness outstanding on in respect of the Funding Date and described on Schedule 7.3Obligations; (b) until the Closing Date, Indebtedness under the Credit Documentsthat is to be repaid in full as further identified in Schedule 8.2(b); (c) Indebtedness under: (i) existing as of the Term Loan Credit Documents Closing Date which is identified in Schedule 8.2(c), and any Guaranties refinancing of such Indebtedness by in a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount not in excess of Term Loans and Senior Notes shall not exceed an aggregate that which is outstanding on the Closing Date (as such amount of $1,730,000,000 outstanding at any one timemay have been reduced following the Closing Date); (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary unsecured Indebtedness in respect of performance, surety or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; appeal bonds provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $250,000; (e) Purchase Money Indebtedness and Capitalized Lease Liabilities in a principal amount not for speculative purposes, and Indebtedness to exceed $500,000 in respect of Specified Cash Management Obligationsthe aggregate outstanding at any time; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountPermitted Subordinated Indebtedness; (g) Indebtedness of a Person existing at any Guarantor or the time such Person becomes a Restricted Subsidiary of Borrower owing to the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionGuarantor; (h) Indebtedness of any Subsidiaries that are not Guarantors owing to the Borrower or any Guarantors, in an aggregate amount at any time outstanding not to exceed $500,000; (i) under Performance Guaranties and Performance Letters Indebtedness incurred as a result of Credit and (ii) with respect to letters of credit issued endorsing negotiable instruments received in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Indebtedness existing or arising under any Hedging Obligations; provided, however, that such obligations are (or were) entered into by the Borrower or the applicable Subsidiaries in the ordinary course of business for the sole purpose of directly mitigating risks associated with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower, and not for purposes of speculation; (k) Indebtedness owing not to exceed $500,000 in the aggregate at any time outstanding owed to any Person providing property, casualty, liability, or other insurance company to the Borrower and the Subsidiaries, including to finance insurance premiums, so long as the amount of such Indebtedness is not in connection with excess of the financing amount of any insurance premiums permitted by the unpaid cost of, and shall be incurred only to defer the cost of, such insurance companyfor the policy year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such policy year; (l) unsecured Indebtedness of the Borrower consisting of obligations under non-competition arrangements, adjustments (i) the “Installment Payments” (as defined in the LifeCell Agreement) payable in accordance with the terms of purchase price, earn-outs the LifeCell Agreement and (ii) the “Operational Milestone Payments” and “Revenue Milestone Payments” (each as defined in the Aroa Umbrella Agreement) payable in accordance with the terms of the Aroa Umbrella Agreement; provided that Borrower shall not make any payment in respect of any of the foregoing if an Event of Default has occurred and is continuing (or similar arrangements;would result from the making of such payment); and (m) other Indebtedness of any Restricted Subsidiary the Borrower and the Subsidiaries in an aggregate principal amount at the any time of Incurrence thereof that does outstanding not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Partyexceed $250,000; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of no Indebtedness otherwise permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness clauses (other than by amounts equal to unpaid accrued interest c), (e), (f), (g), (h), (j) or (m) shall be assumed, created or otherwise incurred if a Default has occurred and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver is then continuing or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)would result therefrom.

Indebtedness. The Parent Borrower shall not, and shall Credit Parties will not permit its Restricted Subsidiaries toany Consolidated Party to contract, Incur create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in SCHEDULE 8.1; (c) purchase money Indebtedness under: (including Capital Leases) or Synthetic Leases hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets PROVIDED that (i) the Term Loan Credit Documents and any Guaranties total of all such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of for all such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes Persons taken together shall not exceed an aggregate principal amount of $1,730,000,000 outstanding 2,500,000 at any one timetime outstanding (including any such Indebtedness referred to in subsection (b) above); (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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany loans and advances made by obligations of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or any of its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated Subsidiaries in respect of Hedging Agreements entered into in order to the Obligations on terms reasonably satisfactory to the Administrative Agentmanage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) other unsecured Indebtedness under any Rate Management of the Borrower and Currency Protection Transactions entered into its Subsidiaries in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness an amount not to exceed the Dollar Equivalent of $100,000,000 3,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount;time; and (gf) any Indebtedness (the "REPLACEMENT INDEBTEDNESS") that refinances or replaces the Indebtedness of a Person existing at ▇▇▇▇▇▇ Realty Services, Inc. set forth on SCHEDULE 8.1 (the time such Person becomes a Restricted Subsidiary "▇▇▇▇▇▇ INDEBTEDNESS") and any Guaranty Obligations of the Parent Borrower or is merged in connection with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness Replacement Indebtedness; provided, however, (i) under Performance Guaranties and Performance Letters the Replacement Indebtedness must be on terms no less favorable to ▇▇▇▇▇▇ Realty Services, Inc. as the terms of Credit and the ▇▇▇▇▇▇ Indebtedness, (ii) with respect to letters the principal amount of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Replacement Indebtedness secured by Liens permitted under Section 7.2(g); provided that shall not exceed the aggregate principal amount of all Capitalized Lease Obligations the ▇▇▇▇▇▇ Indebtedness and (iii) the collateral securing the Replacement Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to be the same collateral that secures the ▇▇▇▇▇▇ Indebtedness pursuant to this Section 7.3 (other than clause (cA) unless otherwise permitted pursuant any such collateral that is released, (B) any additional real property collateral identified on SCHEDULE A to such clause); the Third Amendment and (kC) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness collateral consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary an interest bearing account in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued approximately one year's principal and interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)payments under the Replacement Indebtedness.

Indebtedness. The Parent Each Borrower and Guarantor shall not, and shall not permit its Restricted Subsidiaries any Subsidiary to, Incur incur, create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) purchase money Indebtedness under (including Capital Leases) arising after the Credit Documentsdate hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $10,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower, Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) guarantees by any Borrower or Guarantor or other Subsidiary of the Indebtedness under: (i) the Term Loan Credit Documents and or other obligations of any Guaranties of other Borrowers or Guarantors so long as such Indebtedness is otherwise permitted under this Section 9.9 and such other obligations are not prohibited by a Guarantor; and (ii) the Senior Notes and any Guaranties terms of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timethis Agreement; (d) intercompany loans and advances made by the Parent Borrower Indebtedness of any Borrower, Guarantor or other Subsidiary to any Restricted other Borrower or Guarantor or other Subsidiary or made arising after the date hereof pursuant to loans by any Restricted Borrower or Guarantor permitted under Sections 9.10(g), 9.10(h), and 9.10(i) hereof; (e) unsecured Indebtedness of any Borrower, Guarantor or Subsidiary arising after the date hereof to any third Person (but not to any other Borrower or Guarantor), provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the Parent right of Agent and Lenders to receive the prior payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor and subordination agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or its Restricted Subsidiaries; provided that Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the Person or Persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, upon the occurrence and continuance of an Event of Default or during a Compliance Period, all of the cash proceeds of such loans or other accommodations incurred during the occurrence of such Event of Default or during such Compliance Period shall be, subject to the Intercreditor Agreement, paid to Agent for application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed $5,000,000, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the US Holdco Intercompany Noteinterest rate or any fees in connection therewith, or (B) owed redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except as permitted by Section 9.24), or set aside or otherwise deposit or invest any Credit Party shall be subordinated to sums for such purpose, in each case without the Obligations on terms reasonably satisfactory to the Administrative written consent of Agent; (ef) Indebtedness under of any Rate Management and Currency Protection Transactions Borrower, Guarantor or any of their Subsidiaries entered into in the ordinary course of business and pursuant to a Hedge Agreement; provided, that, (i) such arrangements are not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in unsecured, except to the extent such aggregate amountIndebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with any Bank Product Provider that are secured under the terms hereof or except to the extent secured by pledges or deposits of cash as permitted under Section 9.8 hereof; (g) the Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness set forth on Schedule 9.9 hereto; provided, that, (i) under Performance Guaranties Borrowers and Performance Letters Guarantors may only make regularly scheduled payments of Credit principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, and (ii) with respect Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers and Guarantors may, after prior written notice to letters of credit issued in Agent, amend, modify, alter or change the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that terms thereof so as to extend the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with maturity thereof, or defer the financing timing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangementspayments in respect thereof, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to forgive or cancel any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount portion of such Indebtedness (other than by amounts equal pursuant to unpaid accrued payments thereof), or to reduce the interest and premium thereon plus other amounts paid, and rate or any fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such extensionIndebtedness, modification, renewal, refinancing or replacement).set aside or otherwise deposit or invest any sums for such purpose;

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); (c) intercompany Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under Section 8.02; (d) intercompany loans and advances made by obligations (contingent or otherwise) of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; any Subsidiary existing or arising under any Swap Contract, provided that any (i) such Indebtedness obligations are (other than the US Holdco Intercompany Noteor were) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions 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 speculative purposes, 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; (e) purchase money Indebtedness (including obligations in respect of Specified Cash Management Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) unsecured Indebtedness in addition to the Indebtedness described in clauses (a) through (e) and (g) through (i) under unsecured lines of credit for overdrafts or for working capital purposes this Section in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness an aggregate principal amount not to exceed the Dollar Equivalent of $100,000,000 in the aggregate 10,000,000 at any one time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountand renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); (g) unsecured Indebtedness of a Person existing at assumed in Permitted Acquisitions and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionapplicable debtor(s)); (h) secured Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued assumed in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary Permitted Acquisitions in an aggregate principal amount not to exceed $15,000,000 at the any one time of Incurrence thereof that does not exceedoutstanding, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m)and renewals, the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence refinancings and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00extensions thereof; and (pi) extensions, modifications, renewals, refinancings or replacements of Guarantees with respect to Indebtedness permitted by under clauses (a) through (h) of this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.03.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on of the Funding Date and described on Schedule 7.3Borrower or any of its Subsidiaries under the Loan Documents; (b) (i) Indebtedness under outstanding on the Credit DocumentsClosing Date and listed on Schedule 7.03(c); (c) Indebtedness under: (i) the Term First Lien Debt under the First Lien Loan Credit Documents and any Guaranties Documents, subject to the terms of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that Intercreditor Agreement, not to exceed, in the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of aggregate, $1,730,000,000 outstanding 150,000,000 at any one time; (d) intercompany loans and advances made by the Parent Borrower Indebtedness in respect of Swap Contracts designed to any Restricted Subsidiary hedge against interest rates, foreign exchange rates or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into commodities pricing risks incurred in the ordinary course of business and not for speculative purposespermitted by Section 7.14; (e) Indebtedness incurred by the Borrower or any of its Subsidiaries in an Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition permitted hereunder, in each case to the extent and Indebtedness in respect of Specified Cash Management Obligationsonly to the extent constituting indemnification obligations; (f) obligations with respect to cash management services and other Indebtedness (i) under unsecured lines in respect of credit for overdrafts or for working capital purposes netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in foreign countries each case in connection with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount;deposit accounts; and (g) other Indebtedness the aggregate value of a Person existing at which is less than $1,000,000.00. For purposes of determining compliance with this Section 7.03, in the time such Person becomes a Restricted Subsidiary event that an item of Indebtedness meets the criteria of more than one of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary categories of the Parent Borrower and not Incurred Indebtedness described in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause clauses (c) unless otherwise permitted pursuant to such clause); through (kg) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m)above, the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower shall, in its sole discretion, classify and reclassify or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratiolater divide, calculated on a Pro Forma Basis for classify or reclassify such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements item of Indebtedness permitted by this Section 7.3 that do not increase (or any portion thereof) and will only be required to include the principal amount and type of such Indebtedness (other than by amounts equal in one or more of the above clauses. The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness shall not be deemed to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. The Parent Borrower shall not, not and shall not cause or permit its Restricted Subsidiaries todirectly or indirectly to create, Incur incur, assume, or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness (other than pursuant to a Contingent Obligation permitted under Section 5.4) except for “Permitted Indebtedness, except” as follows: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under not to exceed Five Hundred Thousand Dollars ($500,000) in the Credit Documentsaggregate at any time outstanding secured by purchase money Liens incurred with respect to Capital Leases; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) under the Senior Notes and any Guaranties Line of such Indebtedness by a Guarantor; provided that Credit or permitted under the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeLender Subordination Agreement; (d) intercompany loans and advances made Indebtedness of Borrower secured by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentPermitted Encumbrances; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person endorsement of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued instruments in the ordinary course of business; (if) Capitalized Lease Obligations Indebtedness existing on the date hereof and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000disclosed to Investment Manager in writing or as set forth on Schedule 5.1; (jg) Guaranties Indebtedness to trade creditors and with respect to Indebtedness pursuant surety bonds and similar obligations (including letters of credit issued for the benefit of Borrower’s customers to this Section 7.3 (other than clause (censure payment of consumer incentives) unless otherwise permitted pursuant to such clause)incurred in the ordinary course of business; (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mh) Indebtedness of any Restricted Borrower to UK Subsidiary in an aggregate principal amount at the time and Indebtedness of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant UK Subsidiary to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries Borrower to the Parent Borrower or to any extent permitted under the definition of its “Permitted Investments and Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00Payments”; and (pi) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)Subordinated Debt.

Indebtedness. The Parent Borrower None of the Loan Parties shall notcreate, and shall not incur, assume or permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness except for the following ("Permitted Indebtedness, except:"): (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (bi) Indebtedness of the Loan Parties under the Credit Documents; (cii) Indebtedness under: (iof the Loan Parties listed in Schedule 5.02(a) and existing on the Term Loan Credit Documents and any Guaranties date of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timethis Agreement; (diii) intercompany loans and advances made by Indebtedness of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to Loan Parties arising from the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than endorsement of instruments for collection in the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentordinary course of their businesses; (eiv) Indebtedness under any Rate Management and Currency Protection Transactions entered into of the Loan Parties for trade accounts payable, provided that (A) such accounts arise in the ordinary course of business and (B) no material part of any such account is more than ninety (90) days past due (unless subject to a bona fide dispute and for which adequate reserves have been established); (v) Indebtedness of the Loan Parties under Lender Rate Contracts entered into with respect to the Loans, provided that (A) all such Lender Rate Contracts are entered into in connection with bona fide hedging operations and not for speculative purposesspeculation and (B) the aggregate notional principal amount under all such Rate Contracts does not exceed the Effective Amount of the Loans at any time; (vi) Indebtedness of the Loan Parties under initial or successive refinancings of any Indebtedness permitted by clauses (ii), (iii) or (iv) above or clause (x) below, provided that (A) the principal amount of any such refinancing does not exceed the principal amount of the Indebtedness being refinanced and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to the Lenders than the Indebtedness being refinanced; (vii) Indebtedness of the Loan Parties with respect to workers’ compensation claims, self-insurance obligations, Permitted Insurance Premium Indebtedness, surety, appeal, indemnity, performance, or other similar bonds in the ordinary course of business (including surety or similar bonds issued in connection with the stay of a proceeding of the type described in Section 6.01(h)); (viii) Guaranty Obligations of any Loan Party in respect of Specified Cash Management ObligationsPermitted Indebtedness of any wholly-owned Subsidiary; (fix) Indebtedness of any Loan Party to any other Loan Party that is not an Exempt Subsidiary and Indebtedness of any Exempt Subsidiary to any Loan Party; (ix) under unsecured lines Acquisition-Related Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any one time outstanding; (xi) Permitted Subordinated Indebtedness in an aggregate principal amount not exceeding $35,000,000 (excluding "payment in kind" interest) at any one time outstanding; (xii) Indebtedness consisting of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsCapital Leases, or Indebtedness otherwise incurred to finance the purchase or construction of property (iiwhich shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the property), or to refinance any such Indebtedness, in each case entered into after the Closing Date, provided that the principal amount of such Indebtedness outstanding at any one time does not exceed $5,000,000 in the aggregate; (xiii) Indebtedness incurred by any Loan Party arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Loan Party pursuant to such agreements, in connection with Acquisitions permitted hereunder or permitted dispositions or sales of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (xiv) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings drawn against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business, provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (ixv) Capitalized Lease Obligations and without duplication, Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless constituting Investments otherwise permitted pursuant to such clauseSection 5.02(e); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (pxvi) extensionsother Indebtedness not to exceed $1 million in the aggregate at any one time. For purposes of determining compliance with this Section 5.02(a), modifications, renewals, refinancings or replacements in the event that an item of Indebtedness permitted by this Section 7.3 that do not increase meets the principal criteria of more than one of the types of Indebtedness described in the above clauses, the Administrative Agent, in consultation with the Borrower, shall classify such item of Indebtedness and will include the amount and type of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection only one of such extension, modification, renewal, refinancing or replacement)clauses.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under the Credit Documentsof EMS and its Subsidiaries listed on Schedule 8.03; (c) Indebtedness under: (i) the Term Lux SNC Loan, the UK Acquisition Company Lux Loan Credit Documents and any Guaranties of such other intercompany Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under Section 8.02; (d) intercompany loans and advances made by the Parent obligations (contingent or otherwise) of any Borrower to existing or arising under any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted SubsidiariesSwap Contract; provided that any (i) such Indebtedness obligations are (other than the US Holdco Intercompany Noteor were) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions 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 speculative purposes, 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; (e) purchase money Indebtedness (including obligations in respect of Specified Cash Management ObligationsCapital Leases or Synthetic Leases) hereafter incurred by EMS or the Canadian Borrower to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of US$2,000,000 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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) other unsecured Indebtedness of EMS and the Canadian Borrower not to exceed US$5,000,000 in the aggregate at any one time outstanding; (g) other unsecured Indebtedness of UK Acquisition Company not to exceed US$1,000,000 in the aggregate at any one time outstanding; and (h) secured or unsecured Indebtedness of EMS and the Canadian Borrower assumed in connection with a Permitted Acquisition so long as such Indebtedness (i) under unsecured lines was not incurred in anticipation of credit for overdrafts or for working capital purposes in foreign countries connection with financial institutions, or the respective Permitted Acquisition and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness does not to exceed the Dollar Equivalent of $100,000,000 10,000,000 in the aggregate at any time outstanding. Notwithstanding the foregoing, provided that amounts neither Lux SNC, EMS Lux SARL, UK Acquisition Company, UK Target, nor any LXE Foreign Subsidiary shall create, incur, assume or suffer to exist any Indebtedness other than (x) Lux SNC’s obligations under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one the Lux SNC Loan, (1y) Business Day before being included in such aggregate amount; UK Acquisition Company’s obligations under the UK Acquisition Company Lux Loan and (z) any Indebtedness permitted by clauses (c) and (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company;above. (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; Clause (mc) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any 8.04 of the Parent Borrower’s Restricted Subsidiaries Credit Agreement is hereby amended to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).read as follows:

Indebtedness. The Parent Borrower shall Obligors will not, and shall will not permit its Restricted cause any of their Subsidiaries to, Incur incur, create or suffer permit to exist any Indebtednessindebtedness without the prior written consent of the Bank, exceptexcept that the Borrower may incur, create or permit to exist the following: (a) existing Indebtedness outstanding on indebtedness disclosed in the Funding Date Company's Form 10-Q for the period ended January 31, 1997, or listed and described on Schedule 7.35.10 attached hereto and renewals, extensions and refinancings thereof, provided that the effective rate of amortization thereof is not increased by any such renewal, extension or refinancing and any such renewal extension or refinancing shall not be on terms less favorable to the Obligors and their Subsidiaries than those provided in the existing agreements for such indebtedness; (b) Indebtedness under indebtedness to the Credit DocumentsBank; (c) Indebtedness under: (i) indebtedness subordinated to the Term indebtedness evidenced by the Loan Credit Documents on terms and any Guaranties of such Indebtedness by a Guarantor; and (ii) conditions satisfactory to the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeBank; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary indebtedness arising from purchase money mortgages or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentcapital leases for equipment financing; (e) Indebtedness under acquisition indebtedness provided by the seller in any Rate Management transaction, provided that such indebtedness is unsecured and Currency Protection Transactions entered into is treated as current debt for purposes of compliance with the covenants contained in this Agreement and neither the ordinary course Obligors nor any of business and not for speculative purposes, and Indebtedness their Subsidiaries make any covenant (other than to repay such indebtedness) in respect of Specified Cash Management Obligationsincurring such indebtedness; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsadditional secured indebtedness, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all provided that such Indebtedness indebtedness shall not to exceed the Dollar Equivalent of $100,000,000 10,000,000 in the aggregate at any time outstanding, provided that amounts ("Additional Secured Indebtedness"); and (g) indebtedness under overdraft unsecured lines of credit or outstanding as a result unsecured revolving lines of drawings against insufficient funds credit, provided that such indebtedness shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued exceed $55,000,000 in the ordinary course of business; (i) Capitalized Lease Obligations aggregate for Obligors and Indebtedness secured by Liens their Subsidiaries at any time; provided, however, that any indebtedness permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i5.10(g) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect be on terms and conditions reasonably acceptable to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company Bank. The terms and conditions set forth in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangementsproposed Commitment from CoreStates Bank, adjustments of purchase priceN.A. dated March 17, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed1997, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m)as amended May 23, the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries 1997, are acceptable to the Parent Borrower or Bank and will continue to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided be acceptable so long as they are not changed in a way that is materially adverse to the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence Obligors and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)their Subsidiaries.

Indebtedness. The Parent Borrower shall Each of the Credit Parties will not, and shall not nor will it permit its Restricted Subsidiaries any Subsidiary to, Incur contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing Indebtedness outstanding on under this Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (c) Indebtedness under: of the Borrower and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the Term Loan Credit Documents and any Guaranties purchase price or cost of construction of such Indebtedness by a Guarantorasset; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the Senior Notes and any Guaranties principal balance outstanding thereon at the time of such Indebtedness by a Guarantorrefinancing; provided that and (iii) the principal total amount of Term Loans and Senior Notes all such Indebtedness shall not exceed an aggregate amount of $1,730,000,000 outstanding 5,000,000 at any one timetime outstanding; (d) Unsecured intercompany loans and advances made by Indebtedness among the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; Credit Parties, provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative AgentAgent and (ii) evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Credit Party Obligations; (e) Indebtedness and obligations owing under any Rate Management Secured Hedging Agreements and Currency Protection Transactions other Hedging Agreements entered into in the ordinary course of business order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) and obligations of Credit Parties owing under unsecured lines documentary letters of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank purchase of goods or other Person merchandise (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally; (g) Guaranty Obligations in respect of Indebtedness of a check, draft or similar instrument inadvertently drawing against insufficient funds, all Credit Party to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.1; and (h) other Indebtedness of the Borrower and its Subsidiaries which does not to exceed the Dollar Equivalent of $100,000,000 2,500,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Each Borrower and each Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, Incur incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) purchase money Indebtedness under (including Capital Leases) arising after the Credit Documentsdate hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) not to exceed Twenty Million Dollars ($20,000,000) in the aggregate at any time outstanding so long as such security interests do not apply to any property of any Borrower, any Guarantor or any of their respective Subsidiaries other than the Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment so acquired; (c) purchase money mortgages on Real Property not to exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate at any time outstanding so long as such mortgages do not apply to any property of any Borrower, any Guarantor or any of their respective Subsidiaries other than the Real Property so acquired, and the Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall secured thereby does not exceed an aggregate amount the cost of $1,730,000,000 outstanding at any one timethe Real Property so acquired; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made guaranties by any Restricted Subsidiary to the Parent Subsidiaries of any Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to Guarantor of the Obligations on terms reasonably satisfactory to in favor of Administrative and Collateral Agent, for itself and the Administrative Agentratable benefit of the Lenders and the Bank Product Providers; (e) Indebtedness under with respect to any Rate Management Hedging Transactions; provided, that, such arrangements are: (i) with any Bank Product Provider, any Person that constitutes an Eligible Transferee or any other bank or other financial institution that has combined capital and Currency Protection Transactions unimpaired surplus of not less than Five Hundred Million Dollars ($500,000,000), (ii) were entered into for the purpose of protecting such Borrower, such Guarantor or such Subsidiary against fluctuations in interest rates and not for speculative purposes and (iii) except with respect to Indebtedness owed to Bank Product Providers or secured by pledges or deposits of cash pursuant to Section 9.8(k), Indebtedness arising thereunder or in connection therewith is unsecured; (f) the issuance by Borrower, and guaranties thereof by its Subsidiaries, of no more than $400,000,000 in senior unsecured notes on terms and conditions reasonably satisfactory to Administrative and Collateral Agent so long as: (i) no Default or Event of Default exists at the time such notes are issued or would occur as a result thereof; (ii) the net cash proceeds of such notes are used first to repay the obligations of Borrower under the Term Loan Agreement, and any remaining proceeds are remitted to Administrative and Collateral Agent for application to the Obligations as set forth in Section 6.4(a) hereof; (iii) prior to its incurrence, Administrative and Collateral Agent shall have received such information with regard to such notes as it may reasonably request, including, without limitation, true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness; (iv) Borrower does not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such notes or any agreement, document or instrument related thereto in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to Borrower, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase or otherwise acquire such notes (except pursuant to regularly scheduled payments permitted under the terms of this Agreement and any subordination agreement related to such notes), or set aside or otherwise deposit or invest any sums for such purpose, and (v) Borrower shall furnish to Administrative and Collateral Agent all material notices or demands in connection with such Indebtedness either received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the sending thereof, as the case may be; (g) Intentionally Omitted; (h) the Indebtedness set forth on Schedule 9.9 hereto; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such Indebtedness in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to Borrowers and Guarantors, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, (iii) Borrowers and Guarantors shall furnish to Administrative and Collateral Agent all notices or demands in connection with such Indebtedness either received by any Borrower, any Guarantor or on any of their behalf, promptly after the receipt thereof, or sent by any Borrower, any Guarantor or on any of their behalf, concurrently with the sending thereof, as the case may be and (iv) with respect to Indebtedness arising in connection with the letters of credit listed on Schedule 9.9 hereto: (A) in no event may such Indebtedness be secured or cash-collateralized and (B) such Indebtedness may not be renewed, extended, replaced or otherwise continue to be outstanding beyond the maturity dates of such letters of credit set forth on Schedule 9.9 hereto; (i) so long as the aggregate amount thereof does not exceed $5,000,000 at any time, Indebtedness with respect to surety bonds, appeal bonds or like instruments acquired in the ordinary course of business and or in connection with the enforcement of rights or claims of any Borrower, any Guarantor or any of their respective Subsidiaries or in connection with judgments that do not for speculative purposes, and Indebtedness result in respect a Default or an Event of Specified Cash Management ObligationsDefault; (fj) Indebtedness to the extent subject to the intercompany subordination agreement described in Section 4.1(i) and otherwise permitted under Section 9.10 hereof (i) under unsecured lines Indebtedness of credit for overdrafts any Borrower or for working capital purposes in foreign countries with financial institutionsany Guarantor or any of their respective Subsidiaries to any other Subsidiary or any Borrower or any Guarantor, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect BlueLinx to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)Parent; (k) unsecured guaranties by any Borrower of Indebtedness owing or other obligations of its Subsidiaries that are permitted to any insurance company in connection with the financing of any insurance premiums permitted by such insurance companybe incurred hereunder; (l) Indebtedness consisting of obligations under non-competition arrangementsa Subsidiary of any Borrower acquired pursuant to the terms of Section 9.10 hereof, adjustments or assumed by any Borrower in connection with the acquisition of purchase pricean asset pursuant to the terms of Section 9.10 hereof, earn-outs so long as such Indebtedness was not incurred in connection with, or similar arrangementsin contemplation of, such acquisition or such investment and otherwise does not violate any provision of this Agreement; (m) Indebtedness of any Restricted Subsidiary owing in an aggregate principal amount at connection with the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(mliens permitted under Sections 9.8(b), the Subsidiary Debt Basket Amount9.8(c), 9.8(k) or 9.8(m); (n) up to $5,000,000, in the issuance by aggregate at any one time outstanding, of Indebtedness representing the unpaid balance of the Parent Borrower’s Restricted Subsidiaries purchase price of any property or services that constitutes an account payable to the Parent a trade creditor (whether or not an Affiliate) which (i) was created, incurred, assumed or guaranteed by a Borrower or to any a Guarantor in the ordinary course of its Restricted Subsidiaries business of shares of Preferred Stocksuch Borrower or such Guarantor in connection with obtaining goods, materials or services, (ii) is overdue by more than ninety (90) days and (iii) is not being contested by such Borrower or such Guarantor in good faith; (o) unsecured Indebtedness of any Borrower or any Guarantor to any third person (other than another Borrower or Guarantor) arising after the date hereof in an amount at any one time outstanding not to exceed Twenty-Five Million Dollars ($25,000,000) in the aggregate for all such Indebtedness Incurred to all such third persons; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness, (ii) Each Borrower and each Guarantor shall not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such Indebtedness in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to such Borrower or such Guarantor, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers and Guarantors shall furnish to Administrative and Collateral Agent all material notices or demands in connection with such Indebtedness either received by any Credit Party; provided that Borrower, any Guarantor or on any of their behalf, promptly after the Parent receipt thereof, or sent by any Borrower, any Guarantor or on any of their behalf, concurrently with the sending thereof, as the case may be; (p) unsecured Indebtedness of any Borrower would have a Leverage Ratioto sellers incurred as part of the purchase price in connection with any Permitted Acquisitions not to exceed Twenty-Five Million Dollars ($25,000,000) in the aggregate among all Borrowers at any one time outstanding, calculated on a Pro Forma Basis for so long as such Incurrence Indebtedness is subordinated to the Obligations under terms and any concurrent repayment of Indebtedness, of not more than 3.50 conditions reasonably satisfactory to 1.00Administrative and Collateral Agent; and (pq) extensionsany Indebtedness of BlueLinx consisting of a Mortgage Proceeds Investment; provided, modificationsthat, renewalsBlueLinx shall not make any repayments with respect thereto unless: (i) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, refinancings Borrowers’ Fixed Charge Coverage Ratio for the immediately trailing twelve month period, on a consolidated basis, is equal to or replacements greater than 1.1:1.0 (for purposes of Indebtedness permitted by this Section 7.3 that do not increase 9.9(q) only, Fixed Charge Coverage Ratio shall be calculated by excluding the principal amount of any such Indebtedness repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been loaned to the BlueLinx); (other than c) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any such repayment; (d) no Default or Event of Default shall have occurred and be continuing or would result from such repayment; and (e) prior to the making of any such repayment, Administrative and Collateral Agent shall have received Borrowers’ unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by amounts equal a certificate of Administrative Borrower’s chief financial officer as to unpaid accrued interest Borrowers’ compliance with the terms of this Section 9.9(q) together with such supporting documentation therefor as Administrative and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) Collateral Agent may reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)request.

Indebtedness. The Parent Borrower Neither the Company nor any of its Subsidiaries shall notcreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except:Indebtedness except for the following (each of which shall be calculated without duplication): (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Notes; (b) Indebtedness under the Credit DocumentsNon-Recourse Indebtedness; (c) Recourse Indebtedness under: of the Company and its Subsidiaries which is secured by Property of the Company or its Subsidiaries; provided, however, that (i) as of the Term Loan Credit Documents and any Guaranties Closing through December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness by a Guarantorshall not exceed the aggregate principal amount of such Recourse Indebtedness outstanding as of the Closing; and and (ii) after December 31, 2000, the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the aggregate outstanding principal amount of Term Loans and Senior Notes such Recourse Indebtedness shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time15,000,000; (d) intercompany loans Recourse Indebtedness of the Company and advances made its Subsidiaries which is not secured by Property of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower Company or its Restricted Subsidiaries; provided provided, however, that the aggregate principal amount of all such Recourse Indebtedness shall not exceed $33,000,000 at any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agenttime; (e) Indebtedness under of a Subsidiary owed to the Company or any Rate Management and Currency Protection Transactions other Subsidiary; (f) Indebtedness arising in connection with Swaps entered into by the Company or its Subsidiaries for the sole purpose of fixing or hedging (i) interest rate risk with respect to any floating or fixed rate Indebtedness permitted by the terms of this Agreement to be outstanding or (ii) the value of foreign currencies purchased or received by the Company or its Subsidiaries in the ordinary course of business, provided that all such arrangements are entered into in connection with bona fide fixing or hedging operations and not for speculation; (g) Indebtedness of the Company and its Subsidiaries for trade accounts payable, provided that (i) such accounts arise in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation no material part of such transactionaccount is more than 90 days past due (unless subject to a bona fide dispute for which adequate reserves have been established); (h) Indebtedness (i) of the Company and its Subsidiaries arising under Performance Guaranties workers' compensation, unemployment insurance and Performance Letters of Credit and (ii) with respect to letters of credit issued social security laws arising in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted of the Company arising under Section 7.2(g)the Warrants; provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000;and (j) Guaranties with Subordinated Indebtedness of the Company and its Subsidiaries to any other Person. With respect to the Recourse Indebtedness pursuant set forth in Section 10.8(d) above, the Company will take, or cause to this Section 7.3 be taken, all actions necessary to ensure that the obligations of the Company under the Notes are and continue to rank at least pari passu in right of payment with such Recourse Indebtedness (other than clause including without limitation (c) unless otherwise permitted pursuant to such clause); (ka) Indebtedness owing to any insurance company in connection with arising under the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).East

Indebtedness. The Parent Borrower shall Company will not, and shall not nor will it permit its Restricted Subsidiaries any Subsidiary or any Unconsolidated Affiliate to, Incur incur or suffer permit to exist or remain outstanding any IndebtednessIndebtedness to any Person provided, excepthowever, that the Company and its Subsidiaries and any Unconsolidated Affiliate may incur or permit to exist or remain outstanding: (a) existing Indebtedness outstanding on of the Funding Date and described on Schedule 7.3Credit Parties arising under this Agreement or the other Loan Documents; (b) Indebtedness under in respect of taxes, including withholding and payroll taxes, assessments, governmental charges or levies, and claims for labor, materials and supplies to the Credit Documentsextent that payment therefor is not at the time required to be made in accordance with the provisions of Section 5.19; (c) Indebtedness under: (i) incurred in connection with the Term Loan Credit Documents and acquisition after the date hereof of any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made real or personal property by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower Company or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); its Subsidiaries provided that the aggregate principal amount of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) shall not exceed at any one the lesser of (i) 100% of the aggregate cost, to the Company or such Subsidiary of the real or personal property so acquired and (ii) the fair market value of such acquired property, determined on or about the time outstanding $250,000,000of such acquisition on the basis of an MAI appraisal or such other valuation method as may from time to time be acceptable to the Required Lenders (it being understood that an MAI appraisal shall be a valuation method which is acceptable to the Required Lenders) and further provided that after giving effect to such Indebtedness the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; (jd) Guaranties with Indebtedness in respect to Indebtedness pursuant to this Section 7.3 of leases of real and personal property by the Company and its Subsidiaries provided that the aggregate amount due is not greater than $8,000,000 at any time outstanding. (other than clause (ce) unless otherwise permitted pursuant Non‑Recourse Debt of the Company, Subsidiary Guarantors, Other Non-Guarantor Subsidiaries and Excluded Subsidiaries; provided that after giving effect to such clauseIndebtedness (x) no Default or Event of Default would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; (f) Indebtedness and obligations owing under Hedging Agreements entered into to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (g) Indebtedness of the Company, its Subsidiaries and Unconsolidated Affiliates outstanding on the date of this Agreement and described on Schedule 5.9 of such Agreement (and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mh) Indebtedness of any Restricted Subsidiary Unconsolidated Affiliates (in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries addition to the Parent Borrower or to any amount set forth on Schedule 5.9) so long as the Company’s and its Subsidiaries’ pro rata share (based on their percentage ownership interest) of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness does not exceed $50,000,000; (i) Indebtedness of the Company or any Subsidiary incurred after the date hereof which is secured by a mortgage, pledge, security interest or other than by amounts equal lien or encumbrance on any of the Company or such Subsidiary’s property, provided that after giving effect to unpaid accrued interest such Indebtedness, (i) no Default or Event of Default would result as a consequence thereof and premium thereon plus other amounts paid(ii) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Sections 5.5; (j) Indebtedness in the form of Guarantees to the extent permitted under Section 5.12; and (k) unsecured loans or advances constituting Investments permitted under Section 5.25(e) or (f). Notwithstanding the foregoing, the only Indebtedness of Unconsolidated Affiliates that shall be permitted pursuant to subsections (g) and fees and expenses (including any bona fide amendment, waiver or consent feeh) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)above shall be Non-Recourse Debt.

Indebtedness. The Parent Borrower shall Each of the Credit Parties will not, and shall not nor will it permit its Restricted Subsidiaries any Subsidiary to, Incur contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing Indebtedness outstanding on under this Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under existing as of the Credit DocumentsClosing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension, together with fees and expenses reasonably incurred in connection therewith; (c) Indebtedness under: incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of furniture, fixtures and equipment provided that (i) such Indebtedness when incurred shall not exceed the Term Loan Credit Documents and any Guaranties purchase price or cost of construction of such Indebtedness by a Guarantorfurniture, fixtures and equipment; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the Senior Notes and any Guaranties principal balance outstanding thereon at the time of such Indebtedness by a Guarantorrefinancing; provided that and (iii) the principal total amount of Term Loans and Senior Notes all such Indebtedness shall not exceed an aggregate amount of $1,730,000,000 outstanding 25,000,000 at any one timetime outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (d) Unsecured intercompany loans and advances made by Indebtedness among the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted SubsidiariesCredit Parties; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be fully subordinated to the Secured Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness and obligations owing under any Rate Management Secured Hedging Agreements and Currency Protection Transactions other Hedging Agreements entered into in the ordinary course of order to manage existing or anticipated business risks and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) and obligations of Credit Parties owing under unsecured lines documentary letters of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank purchase of goods or other Person of a checkmerchandise (but not under standby, draft direct pay or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines other letters of credit or outstanding as a result except for the Letters of drawings against insufficient funds shall be outstanding for one (1Credit hereunder) Business Day before being included in such aggregate amountgenerally; (g) Indebtedness in respect of a Person existing at Guaranty Obligations to the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionextent permitted under Section 6.3; (h) Indebtedness in respect of Sale Leaseback Transactions to the extent permitted under Section 6.12; (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (ij) Capitalized Lease Obligations and any Indebtedness secured owing by Liens permitted under Section 7.2(g)any Person prior to such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that the aggregate principal amount such Indebtedness is not created in contemplation of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)acquisition; (k) other unsecured Indebtedness owing to any insurance company in connection with the financing or Subordinated Debt of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that Credit Parties which does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), exceed $200,000,000 in the Subsidiary Debt Basket Amount; (n) the issuance by aggregate at any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Partytime outstanding; provided that (i) the Parent Borrower would have a Leverage Ratio, calculated Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that the Credit Parties will be in compliance on a Pro Forma Basis for with the financial covenants set forth in Section 5.9 after giving effect to any such Incurrence Indebtedness and any concurrent repayment (ii) no Event of Default shall exist at the time of, or shall result from, the incurrence of such Indebtedness, of not more than 3.50 to 1.00; and (pl) extensions, modifications, renewals, refinancings or replacements other Indebtedness of Indebtedness permitted by this Section 7.3 that do the Credit Parties and their Subsidiaries which does not increase exceed $25,000,000 in the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including aggregate at any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)time outstanding.

Indebtedness. The Parent Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, Incur directly or suffer indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, exceptother than: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under of the Borrower or any Credit DocumentsParty to any other Credit Party; (c) Guarantees with respect to Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under this Section 8.1; (d) intercompany loans Indebtedness existing on the Closing Date and advances made by the Parent Borrower to described in Schedule 8.1, together with any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentPermitted Refinancing thereof; (e) Indebtedness with respect to (x) Capital Leases and (y) purchase money Indebtedness; provided, in the case of clause (x), that any such Indebtedness shall be secured only by the asset subject to such Capital Lease, and, in the case of clause (y), that any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; provided further that the sum of the aggregate principal amount of any Indebtedness under this clause (e) shall not exceed at any Rate Management and Currency Protection Transactions time $7,500,000; (f) Indebtedness in respect of any Swap Agreement that is entered into in the ordinary course of business and not to hedge or mitigate risks to which any Credit Party or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by the Borrower that a Swap Agreement entered into for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts purposes or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness speculative nature is not to exceed the Dollar Equivalent of $100,000,000 a Swap Agreement entered into in the aggregate at any time outstanding, provided that amounts under overdraft lines ordinary course of credit business to hedge or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountmitigate risks); (g) Indebtedness arising in connection with the financing of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued insurance premiums in the ordinary course of business; (h) to the extent constituting Indebtedness, all obligations in connection with each Permitted Acquisition, including, without limitation, Earn Out Obligations; (i) Capitalized Lease Obligations Indebtedness representing deferred compensation to officers, directors and Indebtedness secured by Liens permitted under Section 7.2(g); provided that employees of the aggregate principal amount of all Capitalized Lease Obligations Borrower and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000the other Credit Parties; (j) Guaranties with respect Indebtedness owed to Indebtedness pursuant current or former officers, directors, managers, consultants and employees, their respective estates, spouses or former spouses to this Section 7.3 (finance the purchase or redemption of Equity Interests of the Borrower or any other than clause (c) unless otherwise permitted pursuant Credit Party in an aggregate amount not to such clause)exceed at any time $3,000,000; (k) Indebtedness owing to obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any insurance company Credit Party or any of its Subsidiaries, in connection each case in the ordinary course of business or consistent with the financing of any insurance premiums permitted by such insurance companypast practice; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements;constituting Investments permitted hereunder, (m) Indebtedness Refinancing Notes of any Restricted Subsidiary a Credit Party incurred in an aggregate principal amount at the time of Incurrence thereof that does not exceedaccordance with Section 2.18, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount;and (n) the issuance by any unsecured Indebtedness of the Parent Borrower’s Restricted Subsidiaries Borrower in an aggregate amount not to exceed at any time $20,000,000. The accrual of interest (including contingent interest), the Parent Borrower or accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements be an incurrence of Indebtedness permitted by this for purposes of Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.1.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Credit Documentsapplicable debtor(s)); (c) purchase money Indebtedness under(including obligations in respect of capital leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, provided that (i) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000 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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) Indebtedness under the Permitted Securitization Transaction; provided that the Attributable Indebtedness thereunder shall not exceed $175,000,000 at any time outstanding; (e) obligations (contingent or otherwise) of the Borrower 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; (f) intercompany Indebtedness permitted under Section 8.02; (g) Subordinated Indebtedness consisting of: (i) Indebtedness evidenced by the Term Loan Credit 2003 Convertible Subordinated Notes (and renewals, refinancing and refundings of the then outstanding principal amount thereof, provided that (A) the terms of subordination thereof shall be customary for similar subordinated indebtedness issuances but in any event shall not be less favorable to the Lenders than the terms of subordination contained in the 2003 Convertible Subordinated Note Documents and any Guaranties of such Indebtedness by a Guarantor(B) the other terms and conditions thereof shall not be less favorable to the Lenders than the terms and conditions contained in the 2003 Convertible Subordinated Note Documents); and (ii) other Subordinated Indebtedness, provided that (A) the Senior Notes Borrower shall have delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Subordinated Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), and (B) no Default or Event of Default shall exist at the time or would exist after giving effect to the incurrence of such Subordinated Indebtedness; (h) mortgage Indebtedness assumed in connection with a Permitted Acquisition, and any Guaranties of refinancing, refunding, renewal or extension thereof, provided that (i) such Indebtedness by a Guarantor; provided that was in existence as of the date of the acquisition and was not incurred or assumed in contemplation thereof, and (ii) the amount of any such mortgage Indebtedness shall not be increased in connection with any refinancing, refunding, renewal or extension (exclusive of reasonable premiums, fees and expenses in connection therewith); (i) unsecured Indebtedness in an aggregate principal amount of Term Loans and Senior Notes shall not to exceed an aggregate amount of $1,730,000,000 outstanding 5,000,000 at any one timetime outstanding; (dj) intercompany loans obligations arising under surety bonds and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions similar instruments entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount not to exceed $15 million at the any one time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00outstanding; and (pk) extensions, modifications, renewals, refinancings or replacements of Guarantees with respect to Indebtedness permitted by under this Section 7.3 that do 8.03. Notwithstanding anything to the contrary in this Section 8.03 or otherwise, the Special Purpose Subsidiary shall not increase the principal amount of such contract, create, incur, assume or permit to exist any Indebtedness (other than by amounts equal Indebtedness existing from time to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)time under the Permitted Securitization Transaction.

Indebtedness. The Parent Borrower shall will not, and shall not nor will it permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower and any of its Subsidiaries set forth in Schedule 8.1; (c) purchase money Indebtedness under: (including Capital Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the Term Loan Credit Documents and any Guaranties total of all such Indebtedness by a Guarantor; and (iifor all such Persons taken together) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate principal amount of $1,730,000,000 outstanding 3,000,000 at any one timetime outstanding (including any such Indebtedness referred to in subsection (b) above (other than any such Indebtedness incurred in connection with acquisitions)); (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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany loans obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentnot for speculative purposes; (e) Intercompany Indebtedness under any Rate Management and Currency Protection Transactions entered into incurred in the ordinary course of business and not consistent with past practices or for speculative cash management purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) additional Subordinated Indebtedness which by its terms (i) under unsecured lines requires repayment of credit for overdrafts or for working capital purposes principal (including any sinking fund) and annual cash interest payments in foreign countries with financial institutionsamounts not greater than and at such times not earlier than are required by the Subordinated Note Documents, or (ii) arising from is unsecured, and (iii) is on market terms, including without limitation subordination and other intercreditor terms, that are consistent with the honoring public bond market and that have been approved by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountRequired Lenders; (g) Subordinated Indebtedness issued in exchange for Subordinated Indebtedness listed on Schedule 8.1, provided such Subordinated Indebtedness meets the requirements of a Person existing at the time such Person becomes a Restricted Subsidiary clauses (i), (ii) and (iii) of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction;Section 8.1(f) above; and (h) in addition to the Indebtedness otherwise permitted by this Section 8.1, other Indebtedness hereafter incurred by the Borrower or any of its Subsidiaries provided that (i) under Performance Guaranties the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to the Borrower and Performance Letters of its Subsidiaries that are more restrictive than the covenants and default provisions contained in the Credit and Documents, (ii) with respect on the date of incurrence of such Indebtedness after giving effect on a Pro Forma Basis to letters the incurrence of credit issued in such Indebtedness of the ordinary course Borrower or any of business; its Subsidiaries, no Default or Event of Default would exist hereunder, and (iiii) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) shall not exceed $2,500,000 at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)time.

Indebtedness. The Parent Borrower shall not, and its Subsidiaries shall not permit its Restricted Subsidiaries tocreate, Incur incur, assume or suffer to exist any Indebtedness, Indebtedness except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under the Credit DocumentsExisting Term Loan Agreement and refinancings, refundings, renewals 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 a reasonable premium or interest and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness under: obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Term Loan Credit Documents and any Guaranties ordinary course of such Indebtedness by a Guarantor; and business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, (ii) such Swap Contract is not (and is not required by GAAP to be) accounted for as speculative in nature, and (iii) such Swap Contract does not contain any provision exonerating the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that non-defaulting party from its obligation to make payments on outstanding transactions to the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timedefaulting party; (d) intercompany loans and advances made by the Parent Borrower Guarantees of Indebtedness permitted pursuant to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentthis Section 7.03; (e) Indebtedness under owed to any Rate Management and Currency Protection Transactions entered into in Person providing property, casualty or liability insurance to the ordinary course Borrower or any Subsidiary of business and the Borrower, so long as the outstanding amount of such Indebtedness does not for speculative purposesexceed $5,000,000 at any time, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness in respect of Specified Cash Management Obligationsis incurred and such Indebtedness shall be outstanding only during such year; (fi) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings drawn against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence, (ii) Indebtedness in respect of credit cards provided the outstanding amount of such Indebtedness does not exceed $500,000 at any time and is extinguished within 60 days from the date of invoice, and (iii) Indebtedness in respect of purchase cards provided such Indebtedness is extinguished within 60 days from the date of invoice; (ig) Capitalized Lease Obligations and contingent (but not matured) reimbursement, indemnification or similar obligations (including any arising by right of subrogation) of the Borrower or of one or more Subsidiaries in respect of stay or appeal bonds; and (h) Indebtedness secured by Liens permitted under Section 7.2(g); provided that the not exceeding an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed $150,000,000 at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)outstanding.

Indebtedness. The Parent Borrower shall not, and its Subsidiaries shall not permit its Restricted Subsidiaries tocontract, Incur assume or suffer to exist any IndebtednessIndebtedness (including, without limitation, any Guaranties), except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (b) unsecured intercompany loans and advances from the Borrower to any of its Subsidiaries and unsecured intercompany loans and advances from any of such Subsidiaries to the Borrower or any other Subsidiaries of the Borrower; (c) existing Indebtedness under: (i) the Term Loan Credit Documents listed on Schedule 6.13, and any Guaranties of subsequent extensions, renewals or refinancings thereof so long as such Indebtedness by a Guarantor; and (ii) is not increased in amount, the Senior Notes maturity date thereof is not made earlier in time, the interest rate per annum applicable thereto is not increased, any amortization of principal thereunder is not shortened and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall payments thereunder are not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeincreased; (d) intercompany loans Capitalized Lease Obligations and advances made by the Parent Borrower purchase money Indebtedness on assets acquired in an aggregate amount not to exceed $2,500,000 at any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentone time outstanding; (e) unsecured Indebtedness under to a seller incurred in connection with an Acquisition, provided that such Indebtedness is subordinated in payment to the Obligations hereunder as reasonably acceptable to the Agent, such Indebtedness contains covenants no more restrictive than the covenants contained in this Agreement and standstill provisions reasonably acceptable to the Agent and no payments may be made thereon if a Default or Event of Default shall have occurred and be continuing or would occur as a result of any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationssuch payment; (f) Indebtedness (i) under unsecured lines of credit any Interest Rate Protection Agreements entered into to protect the Borrower against fluctuations in interest rates and not for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountspeculative purposes; (g) Indebtedness of a Person existing at incurred in connection with Subordinated Debt Investments not to exceed (excluding any Indebtedness permitted by Section 6.14(e)) in the time such Person becomes a Restricted Subsidiary of aggregate $50,000,000, all as reasonably acceptable to the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction;Agent; and (h) other Indebtedness not included within subsections (ia) under Performance Guaranties and Performance Letters of Credit and through (iig) above, including, without limitation, Indebtedness assumed in connection with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); an Acquisition, provided that the aggregate principal amount of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) shall not exceed $7,500,000 at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)outstanding.

Indebtedness. The Parent Borrower shall Company will not, and shall not nor will it permit its Restricted Subsidiaries any Subsidiary to, Incur create, incur or suffer to exist any Indebtedness, except: (ai) existing The Loans and the Reimbursement Obligations. (ii) Subordinated Indebtedness. (iii) Receivables Transaction Attributed Indebtedness. (iv) Commercial paper issued by the Company in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding, provided that at all times the Available Aggregate Revolving Loan Commitment shall be greater than the aggregate principal amount of such commercial paper outstanding at such time. (v) Indebtedness actually outstanding on the Funding Date date hereof and described listed on Schedule 7.3;6.11 (excluding any Indebtedness described in clauses (i) through (iv) above or clause (xii) below), but not any refinancings or renewals thereof. (vi) Rate Management Obligations under Rate Management Transactions entered into from time to time by the Company and its Subsidiaries and which the Company in good faith believes will provide protection against its reasonably estimated interest rate, foreign currency or commodity exposure. (a) Capitalized Lease Obligations not to exceed $5,000,000 at any time outstanding and (b) Indebtedness under pursuant to Sale and Leaseback Transactions, the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties Attributable Debt of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes which shall not exceed an aggregate amount of $1,730,000,000 outstanding 40,000,000 at any one time;time outstanding. (dviii) intercompany loans Intercompany Indebtedness of the Company and advances made its Subsidiaries outstanding to the extent permitted by Section 6.14. (ix) Any indebtedness arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (Burgerlijk Wetboek) (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code (Burgerlijk Wetboek)). (x) In addition to any Indebtedness permitted by the Parent Borrower to preceding clause (viii), Indebtedness of any Restricted Subsidiary or made by any Restricted Wholly-Owned Subsidiary to the Parent Borrower Company or its Restricted Subsidiaries; provided that any such Indebtedness (other than another Wholly-Owned Subsidiary constituting the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management purchase price in respect of intercompany transfers of goods and Currency Protection Transactions entered into services made in the ordinary course of business and to the extent not constituting Indebtedness for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations;borrowed money. (fxi) Indebtedness (i) under unsecured lines performance bonds, letter of credit obligations to provide security for overdrafts or for working capital purposes worker’s compensation claims and bank overdrafts, in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued each case incurred in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that any obligations arising in connection with such bank overdraft Indebtedness is extinguished within five Business Days of its incurrence. (xii) Indebtedness incurred by Foreign Subsidiaries from time to time after the Closing Date, so long as the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under (including trade letters of credit) incurred pursuant to this Section 7.3(iclause (xi) at any time outstanding shall not exceed $75,000,000; provided that (A) such Indebtedness (1) shall not include Indebtedness assumed by any Foreign Subsidiary in connection with an Acquisition and (2) shall not be directly or indirectly guaranteed by the Company or any Domestic Subsidiary of the Company and (B) the aggregate principal amount of all such Indebtedness incurred by Foreign Subsidiary Borrowers shall not exceed at any one time outstanding $250,000,000;35,000,000. (jxiii) Guaranties Senior Note Indebtedness. (xiv) Additional Indebtedness of the Company and its Domestic Subsidiaries that is pari passu with respect to the Obligations and is not otherwise permitted by the foregoing clauses of this Section 6.11 so long as the aggregate principal amount of all Indebtedness incurred pursuant to this Section 7.3 (other than clause (cxiii) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to at any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does outstanding shall not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)exceed $300,000,000.

Indebtedness. The Parent Borrower shall notIncur, and shall not permit its Restricted Subsidiaries tocreate, Incur assume or suffer to exist or otherwise become liable in respect of any Indebtedness, exceptexcept that the following shall be permitted: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under existing on the Credit DocumentsEffective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; (c) Indebtedness under: of the Tower Companies existing on the Effective Date consisting of (i) the Term Loan Credit Documents Trust Preferred Securities, and extensions, renewals and replacements of any Guaranties of such Indebtedness by with Indebtedness of a Guarantor; and similar type that does not increase the outstanding principal amount thereof and (ii) the Senior Convertible Notes and any Guaranties of such Indebtedness by a Guarantor; provided that until the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timematurity date thereof; (d) intercompany loans Indebtedness in respect of Capital Lease Obligations and advances made by Purchase Money Obligations for fixed or capital assets within the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that limitations set forth in Section 6.02(d), and extensions, renewals and replacements of any such Indebtedness (other than that do not increase the US Holdco Intercompany Noteoutstanding principal amount thereof; provided, however, that the aggregate principal amount of all Indebtedness permitted by this Section 6.01(d) owed by shall not exceed $15,000,000 at any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentone time outstanding; (e) Indebtedness of the Borrower or any Regulated Insurance Company under any Rate Management and Currency Protection Transactions entered into in Swap Obligations to the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsextent permitted by Section 6.06; (f) Indebtedness constituting Investments permitted by Section 6.04(d); (ig) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings drawn against insufficient funds shall be outstanding for one (1) in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 5 Business Day before being included in such aggregate amountDays of its incurrence; (gi) Indebtedness resulting from the endorsements of instruments for deposit in the ordinary course of business, (ii) to the extent constituting Indebtedness, obligations in respect of purchasing card and credit card arrangements and (iii) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary in respect of the Parent Borrower performance bonds, appeal bonds, surety bonds and not Incurred similar obligations, in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued each case, incurred in the ordinary course of business; (i) Capitalized Lease Obligations any repurchase obligations of the Borrower or any Regulated Insurance Company under any Repurchase Agreement and any Repurchase Liability of the Borrower or any Regulated Insurance Company; provided, however, that the aggregate amount of all such obligations and Repurchase Liabilities permitted by this Section 6.01(i) shall not exceed $150,000,000 at any time outstanding; (j) Indebtedness secured by Liens permitted under which represents an extension, refinancing or renewal of any of the Indebtedness described in Section 7.2(g6.01(k) or 6.01(l); provided that, (i) the aggregate principal amount of such Indebtedness is not greater than the aggregate principal amount of the Indebtedness so extended, refinanced or renewed, (ii) the interest rate of such Indebtedness is not higher than the interest rate of the Indebtedness so extended, refinanced or renewed (other than an increase of such interest rate to the then current market interest rate for such type of Indebtedness, as applicable), (iii) such Indebtedness may be secured by the Liens that secured the Indebtedness so extended, refinanced or renewed; provided such Liens do not extend to any additional property of the Borrower or any Subsidiary, (iv) no Subsidiary is required to become obligated with respect thereto unless previously obligated on such refinanced Indebtedness, (v) such Indebtedness does not result in a shortening of the maturity of the Indebtedness so extended, refinanced or renewed, (vi) the terms of any such Indebtedness are not less favorable to the obligor thereunder than the original terms of the Indebtedness so extended, refinanced or renewed and (vii) if the Indebtedness that is extended, refinanced or renewed was subordinated in right of payment to the Obligations, then the terms and conditions of the extension, refinancing or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the Indebtedness so extended, refinanced or renewed; (k) Indebtedness of a Person that becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any of its Subsidiaries, in each case after the Effective Date in connection with a Permitted Acquisition, and any extensions, refinancings and renewals of such Indebtedness in accordance with Section 6.01(j); provided that (i) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation of or in connection with such Permitted Acquisition, (ii) such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary (other than by any such Person that so becomes a Subsidiary), (iii) no Default or Event of Default has occurred and is continuing prior to the assumption of such Indebtedness or would arise after giving effect (including giving effect on a pro forma basis) thereto and (iv) the sum of the aggregate principal amount of Indebtedness permitted by this clause (k) and clause (l) below shall not exceed $10,000,000 at any time outstanding; (l) unsecured Indebtedness in respect of obligations to make Deferred Acquisition Payments, and extensions, refinancings and renewals of such Indebtedness in accordance with Section 6.01(j); provided that the sum of the aggregate amount of Indebtedness permitted by this clause (l) and clause (k) above shall not exceed $10,000,000 at any time outstanding; provided further that, if the aggregate amount of all such obligations to make Deferred Acquisition Payments exceeds $5,000,000 at any one time, then such excess amount shall be subordinated to the Obligations on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Administrative Agent; provided, further, that any payments in respect of such Indebtedness shall be subject to Sections 6.07(b) and 6.13(a)(iii); (m) Guarantees by any Subsidiary of the Borrower in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary of the Borrower; provided, that if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; provided further that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under Guarantees permitted by this Section 7.3(iclause (m) shall not exceed $5,000,000 at any one time outstanding $250,000,000outstanding; (jn) Guaranties with respect Indebtedness owed to Indebtedness AmTrust or National General pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause);the Retrocession Agreement; and (ko) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) other unsecured Indebtedness of any Restricted Subsidiary the Borrower in an aggregate principal amount not exceeding $5,000,000 at the any time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)outstanding.

Indebtedness. The Parent Borrower shall notwill not create, and shall not permit its Restricted Subsidiaries toincur, Incur assume or otherwise become liable for or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (c) Indebtedness underwhether secured or unsecured, other than: (i) the Term Loan Credit Documents and any Guaranties Indebtedness of such Indebtedness by a Guarantor; andBorrower to Lender hereunder; (ii) accounts payable to trade creditors for goods and services and current operating liabilities (not the Senior Notes result of the borrowing of money) incurred in the ordinary course of Borrower’s business in accordance with customary terms and any Guaranties paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (iii) Indebtedness directly related to the acquisition by Borrower of a product or product line; provided that such Indebtedness is owed to the seller of such product or product line or to a Person financing the acquisition of the same, but only to the extent the portion of the purchase price for the assets thus acquired is financed by Indebtedness; and if such Indebtedness is secured, then such Indebtedness shall be secured solely by the assets for which the acquisition financing was provided; (iv) Indebtedness consisting of a Guarantorrefinancing of the Indebtedness permitted in subsection (iii) above; provided that the principal amount of Term Loans and Senior Notes shall such Indebtedness that is being refinanced does not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeincrease; (dv) intercompany loans and advances made Indebtedness for capital leases as determined in accordance with GAAP not to exceed that amount allocated for capital leases in the annual budget of Borrower, which shall have been approved by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentBoard of Directors of Borrower; (evi) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness arising from (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten (110) Business Day before being included in such aggregate amountDays of its occurrence; (ii) bankers acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations; and (iii) any customary cash management arrangements; (gvii) Indebtedness in respect of a Person existing at endorsements made in connection with the time such Person becomes a Restricted Subsidiary deposit of the Parent Borrower items for credit or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued collection in the ordinary course of business; (iviii) Capitalized Lease Obligations Indebtedness represented by property, liability and workers’ compensation insurance (which may be in the form of letters of credit); and (ix) Indebtedness secured by Liens permitted under Section 7.2(gset forth on Schedule 8(l), or Indebtedness consisting of a refinancing of the Indebtedness set forth on Schedule 8(l); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)that is being refinanced does not increase.

Indebtedness. The Parent Borrower It shall not, not and shall not permit any of its Restricted Subsidiaries to, Incur directly or indirectly create, incur, assume or suffer to exist any Indebtedness, except:except for the following (such Indebtedness described below being referred to herein as “Permitted Indebtedness”): (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents or any Hedging Agreement; (b) Indebtedness under outstanding prior to the Credit DocumentsClosing Date in the amount and as otherwise set forth in Schedule 8.03 and, solely with respect to the facility provided by ABN Amro as specified on Schedule 8.03, any Permitted Indebtedness Refinancing in respect of such facility; (c) guarantees of any Credit Party in respect of Indebtedness under: (i) of the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeParties otherwise permitted hereunder; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentpermitted under Section 8.02(d); (e) (i) Indebtedness under any Rate Management of the Company and Currency Protection Transactions entered into its Subsidiaries in respect of performance, surety or appeal bonds provided in the ordinary course of business or (ii) unsecured Indebtedness of the Company and not for speculative purposes, and Indebtedness its Subsidiaries in respect of Specified Cash Management Obligationsperformance or completion guarantees provided in the ordinary course of business, but excluding, in each case, Indebtedness incurred through the borrowing of money or contingent liabilities in respect thereof and provided that the aggregate amount of all Indebtedness under this Section 8.03(e), when added together with all Indebtedness consisting of performance, surety or appeal bonds and performance guarantees permitted under Section 8.03(b), does not exceed $60,000,000 outstanding at any time; (f) Indebtedness of the Company and its Subsidiaries in respect of trade payables and accrued expenses arising in the ordinary course of business; (ig) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings drawn against insufficient funds shall be outstanding for one in the ordinary course of business, so long as such Indebtedness is extinguished within five (15) Business Day before being included in such aggregate amount; (g) Indebtedness Days of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionits incurrence; (h) Indebtedness (i) under Performance Guaranties which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and Performance Letters similar obligations in connection with the acquisition or disposition of Credit and (ii) assets in accordance with respect to letters the requirements of credit issued in the ordinary course of businessthis Agreement; (i) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the purchase money Indebtedness, in an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not to exceed $2,000,000 at any one time outstanding $250,000,000outstanding; (j) Guaranties with respect Indebtedness of ▇▇▇▇▇▇ Europe under (i) a revolving credit facility in an amount not to Indebtedness pursuant exceed €1,000,000 and (ii) a letter of credit facility in an amount not to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)exceed €5,000,000; (k) Indebtedness owing of ▇▇▇▇▇▇ Shanghai in an aggregate amount not to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company;exceed $2,000,000; and (l) so long as no Default or Event of Default then exists or would result therefrom, additional Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount not to exceed $1,000,000 at the any time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)outstanding.

Indebtedness. The Parent Borrower None of the Loan Parties or any of their respective Subsidiaries shall notincur, and shall not permit its Restricted Subsidiaries create, assume, become or be liable in any manner, with respect to, Incur or suffer permit to exist exist, or permit any Subsidiary to incur, create, assume, become or be liable in any manner, with respect to, or permit to exist, any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under the Credit DocumentsIntercompany Debt; (c) Indebtedness under: which is Subordinated to the Notes (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time“Subordinated Debt”); (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentReal Property Financing Debt; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued trade debt incurred in the ordinary course of business; (f) incurrences of up to $25,000,000 in any given Fiscal Year; provided that the proceeds of any Indebtedness so incurred under this clause (f) are used solely to fund all or a portion of the purchase price of Permitted Acquisitions and immediately before and after the incurrence of such Indebtedness the Issuers are in compliance with all of the terms and conditions of this Agreement, and provided further that any Lien that secures any Indebtedness so incurred under this clause (f) is limited solely to the assets acquired with proceeds of such Indebtedness and that any obligations of GTI under any related guarantee or other support document are Subordinated to the Obligations hereunder; (g) Attributable Debt in respect of Sale and Leaseback Transactions, provided, that (x) (A) the Issuers would be in pro forma compliance with the financial covenants in Section 6.10 hereof that are then required to be tested upon entry into such Sale and Leaseback Transaction, (B) in the good faith determination of GTI based on assumptions and forecasted results of operations believed by GTI to be reasonable, the Issuers will be in compliance with the financial covenants in Section 6.10 at such time as they are required to be tested throughout the life of the Loans, and (C) no Default or Event of Default shall have occurred and be continuing, or would be caused by such Sale and Leaseback Transaction, (y) GTI shall have delivered to the Purchasers a certificate of the chief financial officer of GTI as to the matters set forth in clause (x), including calculations demonstrating pro forma compliance with the financial covenants in Section 6.10 that are then required to be tested, and (z) if any obligor in respect of such Attributable Debt (e.g., tenant or guarantor) is not already a Loan Party hereunder, such obligor shall have executed and delivered an Additional Guaranty Agreement in favor of each of the Purchasers, together with such organizational documents, resolutions, certificates and legal opinions as the Purchasers shall reasonably require in connection therewith; (h) obligations under performance, bid, appeal and surety bonds, in each case in the ordinary course of business; and (i) Capitalized Lease Obligations and Indebtedness secured refinancing any Indebtedness permitted by Liens permitted under any subsection of Section 7.2(g7.1(a) through (h); provided that the aggregate principal amount of all Capitalized Lease Obligations and such refinancing Indebtedness under this Section 7.3(i) shall not exceed at any one time the outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to being refinanced plus accrued and unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)interest.

Indebtedness. The Parent Borrower From the date of this Agreement until the first date following the Initial Closing Date on which the Notes are no longer outstanding and the Security Agreement has terminated, the Company shall not, and shall cause each of its Subsidiaries not permit its Restricted Subsidiaries to, Incur create, incur, assume, extend the term of, become obligated on or suffer to exist (directly or indirectly), any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness other than under the Credit Documents; Notes issued pursuant to this Agreement, except that the Company and its Subsidiaries may incur or enter into the following (c) Indebtedness under:collectively, “Permitted Indebtedness”): (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; andlisted on Schedule 3(x); (ii) non-convertible Indebtedness for borrowed money, but only to the Senior Notes extent (A) a subordination agreement in favor of and any Guaranties in form and substance satisfactory to, each Buyer in its reasonable discretion is executed and delivered to such Buyer with respect thereto (which subordination agreement shall prohibit unscheduled payments in respect of such subordinated Indebtedness for so long as the Notes are outstanding), (B) the terms of such subordinated Indebtedness does not require or permit payment of principal thereon until full payment of any outstanding Notes, and (C) such subordinated Indebtedness is not secured by a Guarantor; provided that any of the principal amount assets of Term Loans and Senior Notes shall not exceed an aggregate amount the Company or any of $1,730,000,000 outstanding at any one timeits Subsidiaries; (diii) unsecured intercompany loans Indebtedness amongst the Company and advances made by one or more of its wholly-owned domestic Subsidiaries that is a party to, and in compliance with, the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentGuaranty; (eiv) Indebtedness under any Rate Management of the Company and Currency Protection Transactions entered into in the ordinary course of business and its Subsidiaries for taxes, assessments, municipal or governmental charges not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsyet due; (fv) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary obligations of the Parent Borrower Company and its Subsidiaries for collection or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued deposit in the ordinary course of business;; and (ivi) Capitalized Lease Obligations unsecured account trade payables that are (A) entered into or incurred in the ordinary course of the Company’s and Indebtedness secured its Subsidiaries’ business, (B) on terms that require full payment within ninety (90) days from the date entered into or incurred, (C) not unpaid in excess of sixty (60) days from the receipt of invoice, or are being contested in good faith and as to which such reserve as is required by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations GAAP has been made and Indebtedness under this Section 7.3(i(D) shall not exceed exceeding at any one time outstanding an aggregate amount among the Company and its Subsidiaries of $250,000,000;3,200,000 at any time. (jvii) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company capital or equipment lease financing arrangements in connection with the financing ordinary course of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)business.

Indebtedness. The Parent Borrower shall notnot create, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Loan Documents; , (b) any Indebtedness set forth on Schedule 7.2; (c) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness under: (i) incurred after the Term Loan Credit Documents and any Guaranties of such Indebtedness Closing Date pursuant to purchase money Liens permitted by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided Section 7.3(e), provided, that the principal aggregate amount of Term Loans and Senior Notes thereof outstanding at any time shall not exceed an $2,000,000.00, (d) Subordinated Debt provided, that the aggregate amount of $1,730,000,000 thereof outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party time shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; not exceed $2,000,000.00, (e) Indebtedness under any Rate Management accounts payable to trade creditors and Currency Protection Transactions entered into current operating expenses which are not aged more than ninety (90) calendar days from the billing date or sixty (60) calendar days from the due date, in each case incurred in the ordinary course of business and not for speculative purposespaid within such time period, unless the same are being contested in good faith and Indebtedness by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been established to the satisfaction of Agent in respect of Specified Cash Management Obligations; its Permitted Discretion, (f) Indebtedness refinancings of items under clauses (ic) under unsecured lines and (d) above to the extent such refinancings satisfy the requirements of credit for overdrafts or for working capital purposes in foreign countries with financial institutionssaid clauses, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; and (g) Indebtedness the endorsement of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower negotiable instruments for deposit or is merged with collection or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred similar transactions, in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued each case, in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that . Except to the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise extent permitted pursuant to applicable Subordination Agreements, Borrower shall not (x) make any payment of any part or all of any Subordinated Debt, (y) repurchase, redeem, prepay or retire any instrument evidencing any such clause); Subordinated Debt prior to maturity, or (kz) Indebtedness owing enter into any agreement (oral or written) which could in any way be construed to amend, modify or alter in a manner adverse to Agent as determined by Agent in its Permitted Discretion or to terminate any one or more instruments or agreements evidencing or relating to any insurance company Subordinated Debt, but rather Borrower shall make payments on Subordinated Debt only in connection accordance with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any provisions of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)applicable Subordination Agreements.

Indebtedness. The Parent Borrower During the Security Period, the Company shall not, and shall cause each of the Subsidiaries not permit its Restricted Subsidiaries to, Incur create, incur, assume, extend the term of, become obligated on or suffer to exist (directly or indirectly), any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) other than Indebtedness under the Credit Documents; (c) Indebtedness under: Notes and the Sub Notes, except that the Company and the Included Subsidiaries may, after the Closing, (i) incur non-convertible Indebtedness for borrowed money in an aggregate principal amount outstanding not in excess of $3,000,000, but only to the Term Loan Credit Documents extent (A) a subordination agreement in favor of and any Guaranties in form and substance satisfactory to Marquis in its sole and absolute discretion is executed and delivered to Buyers with respect thereto (which subordination agreement shall prohibit payments in respect of such subordinated Indebtedness for so long as any Notes are outstanding), (B) the terms of such subordinated Indebtedness does not require or permit payment of principal thereon until at least ninety (90) days after the Maturity Date of any outstanding Notes, and (C) such subordinated Indebtedness is not secured by a Guarantorany of the assets of the Company or any of the Subsidiaries; and (ii) the Senior Notes and any Guaranties of such incur purchase money Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed or Capital Lease Obligations in an aggregate amount of not to exceed $1,730,000,000 200,000 outstanding at any time; (iii) incur unsecured intercompany Indebtedness amongst the Company and one time; (d) intercompany loans or more of its directly or indirectly wholly-owned domestic Included Subsidiaries that is a party to, and advances made by in compliance with, the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary Security Agreement and the Guaranty, to the Parent Borrower or its Restricted Subsidiaries; provided that any extent such Indebtedness (other than the US Holdco Intercompany Note) owed is evidenced by any Credit Party shall be subordinated a promissory note that has been pledged to the Obligations on terms reasonably satisfactory to the Administrative Collateral Agent; ; (eiv) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) incur Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary Company and the Subsidiaries for taxes, assessments, municipal or governmental charges not yet due; (v) incur obligations of the Parent Borrower Company and the Included Subsidiaries resulting from endorsements for collection or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued deposit in the ordinary course of business; ; (ivi) Capitalized Lease Obligations incur unsecured account trade payables that are (W) entered into or incurred in the ordinary course of the Company’s and Indebtedness secured the Included Subsidiaries’ business, (X) on terms that require full payment within ninety (90) days from the date entered into or incurred, (Y) not unpaid in excess of ninety (90) days from the date entered into or incurred, or are being contested in good faith and as to which such reserve as is required by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations GAAP has been made, and Indebtedness under this Section 7.3(i(Z) shall not exceed exceeding at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at among the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of Company and its Restricted Included Subsidiaries of shares of Preferred Stock; $500,000; (ovii) other Indebtedness Incurred by any Credit Partysuffer to exist the FNBW Indebtedness; provided that and (viii) suffer to exist the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of ▇▇▇▇▇▇▇▇▇▇ Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, exceptother than: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Lender Indebtedness; (b) Indebtedness under outstanding on the Credit Documentsdate hereof which is set forth on SCHEDULE 6.2; (c) Indebtedness under: accounts payable (ifor the deferred purchase price of Property or services) from time to time incurred in the Term Loan Credit Documents ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any Guaranties of such Indebtedness obligations incurred by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeSubsidiary; (d) intercompany loans obligations for current taxes, assessments and advances made other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by the Parent Borrower to any Restricted Subsidiary appropriate action or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party proceeding promptly initiated and diligently conducted, if reserves as shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentrequired by GAAP shall have been made therefor; (e) Indebtedness under any evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Management and Currency Protection Transactions Swap Agreements entered into in the ordinary course of business and not with the Agent or as approved by the Required Lenders for speculative purposes, and Indebtedness the purpose of hedging against fluctuations in respect of Specified Cash Management Obligations; interest rates (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from on money borrowed by the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountCompany); (g) Indebtedness of a Person existing at Capital Lease Obligations incurred after the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and date hereof not Incurred in contemplation of such transactionto exceed $2,000,000; (h) Indebtedness under purchase money debt (ias required to be reported on the financial statements of the Company pursuant to GAAP) under Performance Guaranties and Performance Letters not to exceed the purchase price of Credit and (ii) with respect to letters of credit issued in the ordinary course of businessproperty acquired; (i) Capitalized Lease Obligations other Indebtedness of the Company and Indebtedness secured by Liens permitted under Section 7.2(g); provided that its Subsidiaries which does not exceed in the aggregate principal $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Capitalized Lease Obligations and Subsidiary Indebtedness under this Section 7.3(i(other than Intercompany Indebtedness) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing shall not exceed 5% of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)Consolidated Net Tangible Assets.

Indebtedness. The Parent Borrower Neither the Company nor any of its Subsidiaries shall notcreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except:Indebtedness except for the following (each of which shall be calculated without duplication): (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Notes; (b) Indebtedness under the Credit DocumentsNon-Recourse Indebtedness; (c) Recourse Indebtedness under: of the Company and its Subsidiaries which is secured by Property of the Company or its Subsidiaries; provided, however, that (i) as of the Term Loan Credit Documents and any Guaranties Closing through December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness by a Guarantorshall not exceed the aggregate principal amount of such Recourse Indebtedness outstanding as of the Closing; and and (ii) after December 31, 2000, the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the aggregate outstanding principal amount of Term Loans and Senior Notes such Recourse Indebtedness shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time15,000,000; (d) intercompany loans Recourse Indebtedness of the Company and advances made its Subsidiaries which is not secured by Property of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower Company or its Restricted Subsidiaries; provided provided, however, that the aggregate principal amount of all such Recourse Indebtedness shall not exceed $33,000,000 at any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agenttime; (e) Indebtedness under of a Subsidiary owed to the Company or any Rate Management and Currency Protection Transactions other Subsidiary; (f) Indebtedness arising in connection with Swaps entered into by the Company or its Subsidiaries for the sole purpose of fixing or hedging (i) interest rate risk with respect to any floating or fixed rate Indebtedness permitted by the terms of this Agreement to be outstanding or (ii) the value of foreign currencies purchased or received by the Company or its Subsidiaries in the ordinary course of business, provided that all such arrangements are entered into in connection with bona fide fixing or hedging operations and not for speculation; (g) Indebtedness of the Company and its Subsidiaries for trade accounts payable, provided that (i) such accounts arise in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation no material part of such transactionaccount is more than 90 days past due (unless subject to a bona fide dispute for which adequate reserves have been established); (h) Indebtedness (i) of the Company and its Subsidiaries arising under Performance Guaranties workers' compensation, unemployment insurance and Performance Letters of Credit and (ii) with respect to letters of credit issued social security laws arising in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted of the Company arising under Section 7.2(g)the Warrants; provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000;and (j) Guaranties with Subordinated Indebtedness of the Company and its Subsidiaries to any other Person. With respect to the Recourse Indebtedness pursuant set forth in Section 10.8(d) above, the Company will take, or cause to this Section 7.3 be taken, all actions necessary to ensure that the obligations of the Company under the Notes are and continue to rank at least pari passu in right of payment with such Recourse Indebtedness (other than clause including without limitation (c) unless otherwise permitted pursuant to such clause); (ka) Indebtedness owing to any insurance company in connection with arising under the financing of any insurance premiums permitted by such insurance company; East West Bank Credit Agreement and (lb) Indebtedness consisting of obligations arising under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacementTokai Bank Loan Agreement).

Indebtedness. The Parent Borrower So long as any Notes remain outstanding, the Company and the Guarantors shall not, and shall not permit its Restricted any of their Subsidiaries to, Incur directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, exceptexcept the following, without duplication: (aA) existing Indebtedness outstanding on the Funding Issue Date and described on Schedule 7.3(including the Notes); (bB) Indebtedness under incurred in connection with the Credit Documents; Plan (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) including the Senior Notes Secured Credit Facility, and any Guaranties of such Indebtedness by a Guarantor; provided that which shall further permit the principal amount of Term Loans indebtedness under the Senior Secured Credit Facility to be increased to one hundred million dollars ($100,000,000) prior to any refinancing of the Senior Secured Credit Facility); (C) additional Capital Leases incurred after the Issue Date and Senior Notes shall not exceed purchase money Indebtedness in an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 750,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in any such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters in the case of Credit additional Capital Leases or purchase money Indebtedness, shall be secured only by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (ii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (D) other unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding; (E) Indebtedness subordinated to the Notes so long as such Indebtedness has a maturity date one year past the Maturity Date and an interest rate lower than the Notes (the “Junior Indebtedness”); (F) Indebtedness that is pari passu in right of payment to the Notes (including secured Indebtedness) if net pharmaceutical product revenue for the twelve (12) months prior to the incurrence of such Indebtedness, on a pro forma basis, exceeds 1:00 to 1:00 of all funded Indebtedness (excluding the Junior Indebtedness); (G) Indebtedness in respect of performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), and, in each case, letters of credit issued in respect thereof, incurred in the ordinary course of business; (iH) Capitalized Lease Obligations non-recourse Indebtedness incurred by the Company or the Guarantors or any of their Subsidiaries to finance the payment of insurance premiums of such Person; (I) Indebtedness owed to any Person providing worker’s compensation, unemployment insurance and Indebtedness secured by Liens permitted under Section 7.2(g); provided that other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance to the Company or the Guarantors or any of their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (J) reimbursement obligations owed to banks and financial institutions with respect to credit card services in an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding not exceeding $250,000,000400,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lK) Indebtedness consisting of obligations under non-competition arrangements, adjustments accounts payable incurred in the ordinary course of purchase price, earn-outs or similar arrangementsbusiness past due for more than 120 days after its stated due date (except for accounts payable contested in good faith) which do not in the aggregate exceed $750,000; (mL) Indebtedness of any Restricted Subsidiary the Company and the Guarantors under the Deed Poll Constituting Loan Notes in an aggregate principal amount not to exceed $85,000,000 at the any time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amountoutstanding; (nM) finance leases with respect to AP101 and AP103 equipment in an amount not to exceed $5,000,000 in the issuance aggregate at any time outstanding; provided that such Indebtedness shall be secured only by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stockequipment financed thereunder; (oN) other Indebtedness Incurred by any Credit Party; provided under that certain Finance Contract dated as of December 1, 2016 between Amryt Pharmaceuticals DAC and European Investment Bank, as the Parent Borrower would have a Leverage Ratiosame may be amended, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtednessrestated, of not more supplemented or otherwise modified from time to time, from the period from the Issue Date up through one (1) Business Day following the Issue Date which Indebtedness shall be paid in full no later than 3.50 to 1.00one (1) Business Day following the Issue Date; and (pO) extensionsThe refinancing of any Indebtedness that was permitted under this Indenture when it was incurred, modifications, renewals, refinancings or replacements only to the extent such principal amount of Indebtedness permitted by this Section 7.3 that do such refinancing is not increase more than the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon being refinanced, plus other amounts paid, and any customary fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)reasonable expenses.

Indebtedness. The Parent Borrower shall not, and shall not permit its Restricted Subsidiaries any Subsidiary to, Incur incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) purchase money Indebtedness under (including Capital Leases) arising after the Credit Documentsdate hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $3,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or its Subsidiaries other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) guarantees by any Subsidiaries of Borrower of the Obligations in favor of Lender; (d) Indebtedness underof Borrower under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for the purpose of protecting a Person against fluctuations in interest rates; provided, that, such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not for speculative purposes and such Indebtedness shall be unsecured; (e) Indebtedness of Borrower evidenced by or arising under the Senior Notes as in effect on the date hereof, provided, that: (i) the Term Loan Credit Documents and any Guaranties aggregate amount of such Indebtedness by a Guarantor; andshall not exceed $100,000,000 less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Senior Notes as in effect on the date hereof, (ii) Borrower and its Subsidiaries shall not, directly or indirectly, make any payments in respect of such Indebtedness, except that Borrower may make regularly scheduled payments of interest and principal, if any, in respect of such Indebtedness when due in accordance with the terms of the Senior Notes as in effect on the date hereof, (iii) Borrower and its Subsidiaries shall not, directly or indirectly, (A) amend, modify, alter or change in any Guaranties material respect any terms of such Indebtedness by a Guarantor; provided that or any of the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount or the Senior Note Indenture or any related agreements, documents and instruments, except that Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of $1,730,000,000 outstanding at any one time;payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (div) intercompany loans and advances made Borrower shall furnish to Lender all notices of default or demands in connection with such Indebtedness received by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or on its Restricted Subsidiaries; provided that any such Indebtedness (other than behalf, promptly after the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsreceipt thereof; (f) unsecured Indebtedness of Borrower arising after the date hereof to any third person (other than Indebtedness otherwise permitted under this Section 9.9), provided, that, each of the following conditions is satisfied as determined by Lender: (i) under unsecured lines such Indebtedness shall be on terms and conditions acceptable to Lender and shall be subject and subordinate in right of credit for overdrafts or for working capital purposes payment to the right of Lender to receive the prior indefeasible payment and satisfaction in foreign countries with financial institutionsfull payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Lender and such third party, or in form and substance satisfactory to Lender, (ii) arising from Lender shall have received not less than ten (10) days prior written notice of the honoring by a bank intention of Borrower to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Lender the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Lender may reasonably request with respect thereto, (iii) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Lender may otherwise agree in writing, all of the proceeds of the loans or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all accommodations giving rise to such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding paid to Lender for one (1) Business Day before being included application to the Obligations in such aggregate amount; order and manner as Lender may determine, (gv) on and before the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of a Person existing at Default shall exist or have occurred, (vi) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the time terms of such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower Indebtedness or any Restricted Subsidiary of agreement, document or instrument related thereto, except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect terms thereof so as to letters of credit issued in extend the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that maturity thereof, or defer the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing timing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangementspayments in respect thereof, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to forgive or cancel any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount portion of such Indebtedness (other than by amounts equal pursuant to unpaid accrued payments thereof), or to reduce the interest and premium thereon plus other amounts paidrate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and fees and expenses (including any bona fide amendment, waiver vii) Borrower shall furnish to Lender all notices or consent fee) reasonably Incurred, demands in connection with such extensionIndebtedness either received by Borrower or on its behalf promptly after the receipt thereof, modificationor sent by Borrower or on its behalf concurrently with the sending thereof, renewalas the case may be; (g) the Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided, refinancing that, (i) Borrower may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or replacementinstrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (h) Indebtedness of Borrower to its Subsidiaries in accordance with Section 9.10(g) hereof.

Indebtedness. The Parent Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, Incur directly or suffer indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, exceptother than: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) Indebtedness of the Term Loan Borrower to any other Credit Documents Party and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such unsecured Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed owing by any Credit Party or Subsidiary (other than a Regulated Subsidiary) to any Regulated Subsidiary in an aggregate principal amount not to exceed the aggregate principal amount of Indebtedness permitted under clause (i) below at any time outstanding, provided that any Indebtedness incurred pursuant to this clause (b)(ii) shall be subordinated pursuant to the Obligations on terms reasonably satisfactory acceptable to the Administrative Agent; (c) Guarantees with respect to Indebtedness permitted under this Section 8.1; (d) Indebtedness existing on the Closing Date and described in Schedule 8.1, together with any Permitted Refinancing thereof; (e) Indebtedness with respect to (x) Capital Leases (provided that any such Indebtedness shall be secured only by the asset subject to such Capital Lease), and (y) purchase money Indebtedness (provided that any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness); provided, further that the sum of the aggregate principal amount of any Indebtedness under this clause (e) at any Rate Management and Currency Protection Transactions time outstanding shall not exceed $1,000,000; (f) Indebtedness in respect of any Swap Agreement that is entered into in the ordinary course of business and not to hedge or mitigate risks to which any Credit Party or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by the Borrower that a Swap Agreement entered into for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts purposes or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness speculative nature is not to exceed the Dollar Equivalent of $100,000,000 a Swap Agreement entered into in the aggregate at any time outstanding, provided that amounts under overdraft lines ordinary course of credit business to hedge or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountmitigate risks); (g) Indebtedness of a Person existing at to the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged extent constituting Indebtedness, all obligations in connection with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactioneach Permitted Acquisition, including, without limitation, Earn Out Obligations; (h) Indebtedness representing deferred compensation to officers, directors, employees of the Borrower and its Subsidiaries; (i) Indebtedness of any of the Regulated Subsidiaries owing to the Federal Home Loan Bank; provided, that any such Indebtedness incurred in reliance on this clause (j) is not recourse to any of the Credit Parties; provided, further, that the aggregate principal amount of any Indebtedness incurred in reliance on this clause (j) shall not exceed Seventy Five Million Dollars ($75,000,000) at any time outstanding; (j) Indebtedness under Performance Guaranties the Convertible Notes and Performance Letters any Permitted Refinancing thereof; (k) Guarantees by the Borrower of Indebtedness of any Subsidiary (other than any Regulated Subsidiary) and by any Subsidiary (other than any Regulated Subsidiary) of Indebtedness of the Borrower or any other Subsidiary (other than any Regulated Subsidiary); provided that Guarantees by any Credit and Party of Indebtedness of any Subsidiary (iiother than any Regulated Subsidiary) that is not a Credit Party shall be subject to compliance with Section 8.6; (l) Indebtedness owed to any Person (including obligations in respect to of letters of credit issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, pursuant to reimbursement or indemnification obligations to such Person or to finance insurance premiums, in each case incurred in the ordinary course of business or consistent with past practice; (m) Indebtedness in respect of or guarantee of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, workers’ compensation claims, letters of credit, bank guarantees and banker’s acceptances, warehouse receipts or similar instruments and similar obligations (other than in respect of other Indebtedness for borrowed money) in each case provided in the ordinary course of business or consistent with past practice; (n) cash management obligations and other Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts maintained in the ordinary course of business; (io) Capitalized Lease Obligations to the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and Indebtedness secured by Liens permitted under Section 7.2(g); provided that licensees of the aggregate principal amount of all Capitalized Lease Obligations Borrower and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 its Subsidiaries (other than clause (c) unless otherwise permitted pursuant to such clauseany Regulated Subsidiary); (kp) Indebtedness owing performance guarantees primarily guaranteeing performance of contractual obligations to any insurance company in connection with a third party and not for the financing purpose of any insurance premiums permitted by such insurance companyguaranteeing payment of Indebtedness; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mq) Indebtedness of the Regulated Subsidiaries to any Restricted Subsidiary Credit Party under “surplus notes” in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, provided that, to the time extent not expressly prohibited from being pledged in the governing documents therefor and/or by Applicable Laws, such notes are at all times held in the possession of Incurrence thereof that does not exceedthe Collateral Agent, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amounta duly executed allonge; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Borrower shall not(a) Create, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any IndebtednessIndebtedness or issue any Preferred Stock. Notwithstanding the foregoing, except: the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) existing will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the Funding Date date hereof and described listed on Schedule 7.3; 7.02 (b) provided that any Indebtedness incurred under the Credit DocumentsExisting ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) (A) Obligations arising in connection with the Senior Notes Credit Facilities (but excluding Obligations owed under this Agreement or any other Loan Documents) and any Guaranties of such Indebtedness by a GuarantorBank Product Agreements (collectively, the “ABL Obligations”); provided that the principal amount Aggregate Principal Amount of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed the ABL Cap, and (B) Obligations of the Loan Parties under the Loan Documents; provided that (1) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled to the benefit of the Liens under the Collateral Documents or the Existing ABL Facility shall not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Senior Notes shall not exceed an aggregate amount Guarantees of $1,730,000,000 outstanding at Indebtedness of the Borrower or any one timeSubsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (ev) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 (except in the aggregate at any time outstanding, provided that amounts under overdraft lines case of credit or outstanding as a result of drawings daylight overdrafts) drawn against insufficient funds shall be outstanding for one in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (15) Business Day before being included in such aggregate amountDays of incurrence; (gvi) Indebtedness in respect of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower performance bonds, bankers’ acceptances, workers’ compensation claims, surety or is merged appeal bonds, payment obligations in connection with self-insurance or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower similar obligations, and not Incurred in contemplation of such transaction; bank overdrafts (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in respect thereof) incurred in the ordinary course of business; (ivii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations and Indebtedness secured Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real or personal property so acquired, plus goodwill associated therewith) by Liens permitted under Section 7.2(g)the Borrower or any of its Subsidiaries after the Closing Date; provided provided, however, that the aggregate principal amount of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) shall and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed at any one time outstanding $250,000,0005,000,000; (jviii) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause);[Intentionally Omitted] (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations under non-competition arrangements, adjustments contained in supply arrangements entered into in the ordinary course of purchase price, earn-outs or similar arrangementsbusiness; (mA) Indebtedness comprised of any Restricted Subsidiary secured Obligations in an aggregate principal amount at respect of Hedging Agreements or Secured Hedge Agreements to the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding extent permitted to be entered into pursuant to this the last proviso in Section 7.3(m7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the Subsidiary Debt Basket Amountextent permitted pursuant to Section 7.15; (nxi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (oxiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness Incurred or guarantees of Indebtedness incurred by any Credit PartyPerson acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that provided, however, in the Parent Borrower would have a Leverage Ratiocase of any disposition, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xv) the incurrence by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge, Indebtedness that was permitted by this Agreement to be incurred under clause (i); (xvi) [Intentionally omitted]; (xvii) to the extent constituting Indebtedness, indemnification obligations and other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses similar obligations (including advancement of expenses) of the Borrower or any bona fide amendmentof its Subsidiaries in favor of directors, waiver officers, employees, consultants or consent feeagents of the Borrower or any of its Subsidiaries extended in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; and (xviii) reasonably Incurred, additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in connection addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such extension, modification, renewal, refinancing or replacement)Preferred Stock outstanding at any time not to exceed $5,000,000.

Indebtedness. The Parent Borrower shall notIncur, and shall not permit its Restricted Subsidiaries tocreate, Incur assume or suffer to exist or otherwise become liable in respect of any Indebtedness, exceptother than: (a) existing Indebtedness outstanding on incurred prior to the Funding Date and date hereof as described on Schedule 7.3II attached hereto; (b) Indebtedness to the Lenders under this Agreement, the Credit DocumentsNotes or any other Loan Document; (c) Indebtedness under: (i) for trade payables incurred in the Term Loan Credit Documents and any Guaranties ordinary course of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantorbusiness; provided that the principal amount of Term Loans and Senior Notes such payables shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timebe paid or discharged when due; (d) intercompany loans and advances made by the Parent Borrower Indebtedness consisting of guaranties permitted pursuant to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentSection 7.03 hereof; (e) Indebtedness secured by purchase money liens as permitted under Section 7.02(i) hereof and Indebtedness arising under Capital Leases; provided that the aggregate amount of such Indebtedness incurred shall not exceed $10,000,000 in any Rate Management fiscal year or $15,000,000 at any time outstanding; and, further, provided no Default or Event of Default shall have occurred and Currency Protection Transactions be continuing or would occur after giving effect to the incurrence of such Indebtedness; (f) Indebtedness with respect to Hedging Agreements entered into by the Company, provided that such Hedging Agreements shall be entered into in the ordinary course of its business and not for speculative purposes; (g) Indebtedness for taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided, however, that adequate reserves with respect thereto are maintained on the books of the Company or any Subsidiary of the Company in accordance with Generally Accepted Accounting Principles; (h) Indebtedness owing by (i) the Company to any Guarantor or (ii) any Guarantor to the Company or any other Guarantor, to the extent that such Indebtedness is not otherwise prohibited by the terms and conditions of this Agreement; (i) Indebtedness of any Person that becomes a Subsidiary on or after the date hereof (including, without limitation, as a result of any Permitted Acquisition); provided that such Indebtedness incurred pursuant to this Section 7.01(i) (A) shall not exceed (x) $10,000,000 in connection with any individual acquisition or (y) $30,000,000 in the aggregate at any time outstanding; and further provided that such Indebtedness (i) exists at the time such Person becomes a Subsidiary, (ii) is not created in anticipation or contemplation of such Person becoming a Subsidiary, (iii) is not directly or indirectly recourse to the Company or any of the Guarantors or any of their respective assets, other than to the Person that becomes a Subsidiary, (iv) is purchase money indebtedness or indebtedness secured only by mortgages on real property, and (v) is not unsecured indebtedness or indebtedness secured by assets of such Subsidiary other than as contemplated by the preceding clause (iv); or (B) is Subordinated Indebtedness, provided that if any agreement or instrument governing the terms of such Subordinated Indebtedness has any covenant (including a financial covenant) which is more restrictive that the corresponding covenant set forth in this Agreement or does not have a corresponding covenant in this Agreement, then the Administrative Agent shall, at the request of the Required Lenders, have the right to amend this Agreement to incorporate such covenants from such Subordinated Indebtedness; (j) Indebtedness in respect of Specified Cash Management Obligationsbid, performance or surety bonds issued for the account of the Company or any of the Guarantors in the ordinary course of business, including guarantees or obligations of the Company or any of the Guarantors with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed) provided that any such Letters of Credit that are issued on or after the Closing Date are issued by the Issuing Lender hereunder unless the beneficiary of such Letter of Credit will not accept a letter of credit issued by the Issuing Lender; (fk) Contingent Obligations of the Company or any of the Guarantors in respect of Indebtedness otherwise permitted under this Section 7.01 (other than this Section 7.01(k)); (l) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing (except in the case of daylight overdrafts) drawn against insufficient fundsfunds in the ordinary course of business; provided, all however, that such Indebtedness is extinguished within five Business Days of incurrence; (m) (i) Indebtedness of any Non-Domestic Subsidiary owing to any party other than the Company and/or any Guarantor not to exceed the Dollar Equivalent of exceeding $100,000,000 10,000,000 in the aggregate at any time outstanding, ; provided that amounts under overdraft lines of credit such Indebtedness is not directly or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at indirectly recourse to the time such Person becomes a Restricted Subsidiary Company or any of the Parent Borrower Guarantors or is merged with or into the Parent Borrower or any Restricted of their respective assets, other than to such Non-Domestic Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with Indebtedness of any Non-Domestic Subsidiary owing to the Company and/or any Guarantor not exceeding $30,000,000 in the aggregate at any time outstanding provided that no more than $10,000,000 of such Indebtedness may be incurred in any calendar year; (n) Indebtedness which represents a refinancing or renewal of any of the Indebtedness described in clauses (a), (b), (d) and (e); provided that (A) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) in the case of Indebtedness described in clauses (a) and (e), such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, (C) the covenants, events of default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to letters the Company or any Guarantors, as applicable, than those contained in the Indebtedness being renewed or refinanced and (D) no Event of credit issued Default has occurred and is continuing or would result therefrom; (o) Indebtedness incurred in the ordinary course of business; business solely to support any Company or any Guarantor’s insurance or self-insurance obligations (i) Capitalized Lease Obligations including to secure workmen’s compensation and Indebtedness secured by Liens permitted under Section 7.2(g)other similar insurance coverage; provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; andor (p) extensionsAdditional Indebtedness of the Company and the Guarantors in an aggregate amount at any time outstanding not to exceed $10,000,000, modifications, renewals, refinancings provided that (i) no Default or replacements Event of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of Default has occurred and is then continuing and (ii) such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)shall be unsecured.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in Schedule 9.3 and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or the Lenders and any increase in the principal amount of any Indebtedness on such Schedule by an aggregate amount of up to $1,000,000, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or the Lenders; (c) purchase money Indebtedness under: (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the Term Loan Credit Documents and any Guaranties total of all such Indebtedness by a Guarantor; and incurred and at any time outstanding pursuant to this Section 9.3(c) for all such Persons taken together shall not exceed $75,000,000 at any one time outstanding (ii) the Senior Notes and any Guaranties of such Indebtedness when incurred by a Guarantor; provided that the principal amount Borrower or any of Term Loans and Senior Notes its Subsidiaries shall not exceed an aggregate the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of $1,730,000,000 the principal balance outstanding thereon at any one timethe time of such refinancing; (d) intercompany loans and advances made by obligations (contingent or otherwise) of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; any Subsidiary existing or arising under any Hedge Agreement, provided that any (i) such Indebtedness obligations are (other than the US Holdco Intercompany Noteor were) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions 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 speculative purposes, purposes of speculation or taking a “market view;” and (ii) such Hedge Agreement does not contain any provision exonerating the non defaulting party from its obligation to make termination payments on outstanding transactions to the defaulting party; (e) intercompany Indebtedness in respect of Specified Cash Management Obligationspermitted under Section 9.2; (f) Indebtedness consisting of mortgage financing with respect to any Real Property owned by any Credit Party (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or recourse limited to such owned Real Property (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not subject to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount;customary non-recourse carveouts)), (g) Indebtedness in respect of a Person existing letters of credit (other than those issued hereunder, including the Existing Letters of Credit) in an aggregate outstanding amount not to exceed $10,000,000 at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactiontime; (h) Indebtedness acquired in connection with a Permitted Acquisition or Investment permitted pursuant to Section 9.2(l) where such Indebtedness (i) under Performance Guaranties and Performance Letters existed on the date of Credit and the consummation of such Permitted Acquisition or Investment permitted pursuant to Section 9.2(l), (ii) with respect was not incurred in contemplation of the such Permitted Acquisition or Investment permitted pursuant to letters Section 9.2(l) and (iii) is not at any time secured by assets of credit issued the Borrower and its Subsidiaries other than those acquired in such Permitted Acquisition or Investment permitted pursuant to Section 9.2(l); (i) performance bonds, surety bonds, bank guaranties and similar instruments incurred in the ordinary course of business; (iI) Capitalized Lease Obligations other unsecured Indebtedness (including unsecured Indebtedness incurred in a refinancing or replacement of any Indebtedness) and (II) the Additional Convertible Notes, in each case, so long as, (A) there shall exist no Default or Event of Default before or after giving effect to the incurrence of such Indebtedness, (B) upon giving effect to the incurrence of such Indebtedness secured by Liens permitted under on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.2(g9.15 as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or (b); provided that , and which, in the aggregate principal amount case of all Capitalized Lease Obligations and any Indebtedness under incurred in reliance on this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; clause (j) Guaranties with respect to Indebtedness in an amount individually in excess of $10,000,000, shall be demonstrated pursuant to this Section 7.3 a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent, (other C) the scheduled maturity date of such Indebtedness is at least 90 days after the Scheduled Maturity Date and (D) no scheduled payments of principal of such Indebtedness are required sooner than clause (c) unless otherwise permitted pursuant to such clause)90 days following the Scheduled Maturity Date; (k) Guarantees with respect to Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance companyunder this Section 9.3; (l) Indebtedness consisting of obligations under non-competition arrangementssecured by, adjustments of purchase priceor a Capital Lease in respect of, earn-outs or similar arrangementsequipment associated with the Orbital Launch Support Assets; (m) secured Indebtedness of any Restricted Subsidiary in an not otherwise permitted under this Section 9.3; provided, however, that the aggregate outstanding principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other secured Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount;shall not exceed $25,000,000 at any time; and (n) unsecured Indebtedness not otherwise permitted under this Section 9.3; provided, however, that the issuance by aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $50,000,000 at any time and provided (A) there shall exist no Default or Event of the Parent Borrower’s Restricted Subsidiaries Default before or after giving effect to the Parent Borrower or incurrence of such Indebtedness and (B) upon giving effect to any the incurrence of its Restricted Subsidiaries of shares of Preferred Stock; (o) other such Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 9.15 as of the most recent Fiscal Quarter end for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 which the Borrower has delivered financial statements pursuant to 1.00; and Section 8.1(a) or (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paidb), and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurredwhich, in connection such extensionthe case of any Indebtedness incurred in reliance on this clause (n) in an amount individually in excess of $10,000,000, modification, renewal, refinancing or replacement)shall be demonstrated pursuant to a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent.

Indebtedness. The Parent Borrower shall notIncur, and shall not create, assume or permit its Restricted Subsidiaries toto exist, Incur directly or suffer to exist indirectly, any Indebtedness, except: (a) existing Indebtedness outstanding on incurred under this Agreement and the Funding Date and described on Schedule 7.3other Loan Documents; (b) Indebtedness under outstanding on the Credit DocumentsClosing Date; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time[reserved]; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent[reserved]; (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations, Synthetic Lease Obligations and Capital Lease Obligations to the extent (i) arising under any Rate Management and Currency Protection Transactions agreements entered into prior to the Petition Date in accordance with the Pre-Petition Credit Agreement and (ii) entered into after the Petition Date in an aggregate amount not to exceed, at any time outstanding, $250,000; (f) [reserved]; (g) Indebtedness in respect of bid, performance or surety bonds issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company incurred in the ordinary course of business and with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed), in an aggregate amount at any time outstanding not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsto exceed $300,000; (fh) Indebtedness [reserved]; (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 (except in the aggregate at any time outstanding, provided that amounts under overdraft lines case of credit or outstanding as a result of drawings daylight overdrafts) drawn against insufficient funds shall be outstanding for one in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten (110) Business Day before being included in such aggregate amountDays of incurrence; (gj) Indebtedness arising in connection with endorsement of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued instruments for deposit in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company[reserved]; (l) Indebtedness consisting of obligations under nonany Foreign Subsidiary (other than any Indebtedness owed to any Loan Party or any other Subsidiary) in an aggregate principal amount for all Foreign Subsidiaries in an amount not to exceed, at any time outstanding $500,000; (m) [reserved]; (n) Indebtedness incurred to pay premiums for insurance policies maintained by Borrower or any Subsidiary thereof in the ordinary course of business; (o) Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-competition arrangementsinsurance obligations, adjustments and similar obligations, in each case incurred in the ordinary course of business; (p) Indebtedness constituting indemnification, deferred purchase priceprice adjustments, earn-outs or other similar arrangementscontingent payment obligations incurred in connection with any Investment or Disposition not prohibited hereunder (other than, in the case of a Disposition, guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Borrower or the applicable Subsidiary, as the case may be, in connection with any such Disposition; (mq) Indebtedness in respect of any Restricted Subsidiary take-or-pay obligations contained in an aggregate principal amount at supply agreements entered into in the time ordinary course of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amountbusiness; (nr) the issuance by any Indebtedness representing deferred compensation to directors, officers, employees, members of the Parent Borrower’s Restricted Subsidiaries to the Parent management and consultants of Borrower or to any of its Restricted Subsidiaries incurred in the ordinary course of shares of Preferred Stockbusiness; (os) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00[reserved]; and (pt) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)[reserved].

Indebtedness. The Parent Borrower shall not, and shall not permit its Restricted Subsidiaries toeither directly or indirectly, Incur create, assume, incur or suffer to exist have outstanding any IndebtednessIndebtedness (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and endorsement for collection or deposit of any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued commercial paper secured in the ordinary course of business; (ic) obligations of the Borrower for taxes, assessments, municipal or other governmental charges; (d) obligations of the Borrower for accounts payable, other than for money borrowed, incurred in the ordinary course of business; (e) obligations existing on the date hereof which are disclosed on the financial statements referred to in Section 6.7 or on Schedule 7.1. (f) Indebtedness not to exceed in the aggregate the sum of $10,000,000 provided however that such indebtedness shall not be secured by a Lien in any asset of the Borrower and such Indebtedness shall not be Designated Senior Debt; (g) Capitalized Lease Obligations and for property acquired (or deemed to be acquired) by the Borrower or claims arising from the use or loss of, or damage to, such property; (h) Indebtedness for Capital Expenditures; (i) Indebtedness subject to Acceptable Subordination Provisions provided however that: (1) such Indebtedness shall not be secured by Liens permitted under Section 7.2(g)a Lien in any assets of the Borrower; provided that the aggregate principal amount of all Capitalized Lease Obligations and (2) such Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000;be Designated Senior Debt; and (3) following the incurrence of such Indebtedness and the application of the proceeds thereof, Borrower is in compliance with Section 9.3; and (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations Obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis Hedging Agreements for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)hedging purposes and not for speculation.

Indebtedness. The Parent No Borrower shall notwill, and shall not or will permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any IndebtednessIndebtedness or Interest Rate Protection Agreements or Other Hedging Agreements, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; andObligations; (ii) Existing Indebtedness (not constituting Capitalized Lease Obligations, which shall be required to be justified under following clause (v)) outstanding on the Senior Notes Closing Date and any Guaranties listed on Schedule IX; (iii) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iv) Other Hedging Agreements providing protection to Aleris and its Subsidiaries against fluctuations in currency values and commodity prices so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (v) Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) evidenced by Capitalized Lease Obligations and Synthetic Lease Obligations (to the extent permitted by Section 10.01(vi)) and purchase money Indebtedness secured by Liens described in Section 10.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, Synthetic Lease Obligations and purchase money Indebtedness permitted by this clause (v) exceed $100,000,000 at any time outstanding; (vi) intercompany Indebtedness among Aleris and its Subsidiaries to the extent permitted by Sections 10.05(viii), (xiv) or (xvi); (vii) Indebtedness under term loans or senior notes in an initial aggregate principal amount not to exceed $25,000,000; (viii) Indebtedness consisting of guaranties by Aleris and its Subsidiaries of each other’s Indebtedness or other obligations of any such Persons permitted under Section 10.05(viii), (xiv) or (xvi); (ix) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (x) Permitted Refinancing Indebtedness; (xi) to the extent that same constitutes Indebtedness, indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted hereunder; (xii) Indebtedness of Aleris or any Subsidiary of Aleris (other than the European Borrower and its Subsidiaries) acquired pursuant to a GuarantorPermitted Acquisition or other acquisition of an Acquired Business or Entity permitted pursuant to Section 10.05 (or Indebtedness assumed at the time of a Permitted Acquisition or such other acquisition permitted pursuant to Section 10.05), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other acquisition permitted pursuant to Section 10.05, (y) the aggregate principal amount of all Indebtedness permitted by this clause (xii) shall not exceed $50,000,000 at any one time outstanding; (xiii) Indebtedness in respect of letters of credit (other than Letters of Credit issued pursuant to this Agreement) or bank guarantees; provided that the principal aggregate face amount of Term Loans and Senior Notes any such letters of credit or bank guarantees that are secured shall not exceed an aggregate amount of $1,730,000,000 10,000,000 outstanding at any one time, and any security therefor shall be limited to cash collateral including by providing security over an Exempted Deposit Account in accordance with clause (E) of the definition thereof; (dxiv) intercompany loans and advances made by unsecured Indebtedness of Aleris the Parent Borrower net cash proceeds of which are used to any Restricted Subsidiary consummate one or made by any Restricted Subsidiary more Permitted Acquisitions or other acquisitions of Acquired Entities or Businesses permitted pursuant to the Parent Borrower or its Restricted SubsidiariesSection 10.05. (“Additional Debt”); provided that (x) (A) the terms of such Additional Debt shall not contain any such Indebtedness cross-default provisions (other than for material non-payment at final maturity, and may include a cross-acceleration provision), (B) the US Holdco Intercompany Noteterms of the Additional Debt shall not contain any financial maintenance covenants, (C) owed the Additional Debt shall not be secured by any asset of Aleris or any of its Subsidiaries and shall not be guaranteed by Aleris or any Subsidiary of Aleris other than another Credit Party Party, and (D) no portion of the principal of the Additional Debt shall be subordinated scheduled to the Obligations on terms reasonably satisfactory to the Administrative Agent; be redeemed, repurchased or otherwise repaid or prepaid (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding than as a result of drawings against insufficient funds a change of control, customary offers upon asset sales, acceleration or such other provision as shall be outstanding customary for one comparable high-yield debt securities) prior to the date that is six months after the Final Maturity Date and (1y) Business Day before being included solely at the time of the incurrence of such Indebtedness after giving effect to the incurrence of such Indebtedness, (I) the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 for the immediately preceding 12-month period as of the most recently ended Fiscal Quarter for which Final Statements have been delivered pursuant to Section 9.01(b), and (II) no Default or Event of Default shall exist or would result therefrom; and (xv) Attributable Debt incurred by Aleris or any Subsidiary pursuant to Sale and Lease-Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by Aleris or any Subsidiary as of the Closing Date or acquired by Aleris or any Subsidiary after the Closing Date in exchange for, or with the proceeds of the sale of, such assets owned by Aleris or any Subsidiary as of the Closing Date and any Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xv); provided that the aggregate amountamount of Attributable Debt incurred under this clause (xv) does not exceed $35,000,000; (gxvi) Indebtedness of a owed to any Person existing at the time providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred Person, in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued each case incurred in the ordinary course of business; (ixvii) Capitalized Lease Obligations Indebtedness of any Borrower or any of its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and Indebtedness secured by Liens permitted under Section 7.2(g); completion guarantees and similar obligations, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided that in the aggregate principal amount ordinary course of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000business; (jxviii) Guaranties with respect Indebtedness consisting of promissory notes issued by any Credit Party to Indebtedness pursuant current or former officers, directors and employees, their respective estates, spouses or former spouses to this finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of Aleris (following a Qualified Public Offering of Aleris) permitted by Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)10.03; (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lxix) Indebtedness consisting of obligations of any Borrower or any of its Subsidiaries under non-competition arrangementsdeferred compensation or other similar arrangements incurred by such Person in connection with the Transaction, adjustments of purchase price, earn-outs Permitted Acquisitions or similar arrangementsany other Investment expressly permitted hereunder; (mxx) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xxi) Indebtedness incurred by any Restricted Subsidiary Borrower or any of its Subsidiaries in respect of documentary letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; provided that any such documentary letter of credit or other similar instrument may be secured only by Liens attaching to the related documents of title and not any Inventory represented thereby; (xxii) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (xxiii) Unsecured Indebtedness under the IntermediateCo Notes (as defined in the Plan) in an aggregate principal amount of up to $50,000,000, to be issued by Aleris or its Affiliates in connection with the Transactions; (xxiv) Indebtedness in an aggregate principal amount at any time outstanding of up to $50,000,000 solely to the extent the Net Cash Proceeds thereof are applied to finance a Permitted Acquisition; (xxv) unsecured senior notes in an aggregate principal amount at any time outstanding of up to $50,000,000, or unsecured subordinated notes; provided that in either case, such Indebtedness does not provide for annual amortization of more than 1% and such debt matures more than 90 days after the Final Maturity Date; (xxvi) Indebtedness to finance the purchase of Inventory (other than U.K. Inventory included in the Collateral) by European Subsidiaries of Aleris; (xxvii) Indebtedness of Foreign Subsidiaries that are not Credit Parties (to the extent such Indebtedness is not guaranteed by a Credit Party); (xxviii) [Reserved]; (xxix) Indebtedness pursuant to a declaration of joint and several liability used for the purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (xxx) Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) (A) in an aggregate principal amount at any time outstanding of up to $200,000,000 if solely at the time of Incurrence thereof that does not exceed, when taken together with all the incurrence of such other Indebtedness outstanding the Fixed Charge Coverage Ratio determined on a pro forma basis for the immediately preceding 12-month period as of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to this Section 7.3(m)9.01(b) is at least 1.0 to 1.0, and after giving pro forma effect thereto, shall be at least 1.0 to 1.0; and (B) in an unlimited principal amount if solely at the Subsidiary Debt Basket Amount; (n) the issuance by any time of the Parent Borrower’s Restricted Subsidiaries incurrence of such Indebtedness the Fixed Charge Coverage Ratio determined on a pro forma basis for the immediately preceding 12-month period as of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to the Parent Borrower or Section 9.01(b) is at least 1.2 to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party1.0, and after giving pro forma effect thereto, shall be at least 1.2 to 1.0; provided that the Parent Borrower would have a Leverage Ratioin either case, calculated on a Pro Forma Basis such Indebtedness does not provide for such Incurrence and any concurrent repayment annual amortization of Indebtedness, of not more than 3.50 to 1.001% and such debt matures more than 60 days after the Final Maturity Date; and (pxxxi) extensions, modifications, renewals, refinancings or replacements of Indebtedness constituting an Investment permitted by Section 10.05. Notwithstanding the foregoing, Indebtedness of the European Borrower permitted pursuant to clauses (v), (xxiv), (xxv), (xvii), (xxi) and (xxx) of this Section 7.3 that do 10.04 shall not increase the principal amount exceed $5,000,000 at any time outstanding. The accrual of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, the accretion or amortization of original issue discount on Indebtedness and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, the payment of interest in connection such extension, modification, renewal, refinancing or replacement)the form of additional Indebtedness originally incurred in accordance with this Section 10.04 will not constitute an incurrence of Indebtedness.

Indebtedness. The Parent Borrower shall notNo Credit Party will, and shall not nor will it permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under the Credit DocumentsSenior Notes; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeSubordinated Debt; (d) intercompany loans and advances made by Indebtedness existing as of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness Closing Date (other than the US Holdco Intercompany NoteSenior Notes or the Subordinated Debt) owed by any Credit Party shall be subordinated to the Obligations as referenced in Section 6.10 (and renewals, refinancings, replacements or extensions thereof on terms reasonably satisfactory and conditions no more favorable, in the aggregate, to such Person than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the Administrative Agentdate of such renewal, refinancing, replacement or extension); (e) Indebtedness under any Rate Management in respect of current accounts payable and Currency Protection Transactions entered into accrued expenses incurred in the ordinary course of business and to the extent not for speculative purposescurrent, accounts payable and Indebtedness in respect of Specified Cash Management Obligationsaccrued expenses that are subject to bona fide dispute; (f) Indebtedness (i) under unsecured lines of credit for overdrafts owing by one Credit Party to another Credit Party or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of Non-Material Subsidiary to a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountCredit Party; (g) purchase money Indebtedness (including Capital Leases) incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (c) above); (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 a Person existing principal amount in excess of the principal balance outstanding thereon at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionrefinancing; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued arising from Hedging Agreements entered into in the ordinary course of businessand not for speculative purposes; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that incurred in connection with the aggregate principal amount settlement of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall product liability litigation not to exceed at any one time outstanding $250,000,0003 million, in the aggregate; (j) Guaranties with respect from the Closing Date to September 30, 1999, other unsecured Indebtedness pursuant not to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause);exceed $2,000,000 at any one time; and (k) from October 1, 1999 and thereafter, other unsecured Indebtedness owing to any insurance company in connection with if the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount incurrence of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacementwould not cause a violation of Section 7.2(a).

Indebtedness. The Parent Borrower shall not, and shall Credit Parties will not permit its Restricted Subsidiaries toany Consolidated Party to contract, Incur create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in Schedule 8.1; (c) purchase money Indebtedness under: (including Capital Leases) or Synthetic Leases hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the Term Loan Credit Documents and any Guaranties total of all such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of for all such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes Persons taken together shall not exceed an aggregate principal amount equal to 10% of $1,730,000,000 outstanding Consolidated Net Worth (determined as of the end of the most recently completed fiscal year) at any one timetime outstanding (including any such Indebtedness referred to in subsection (b) above); (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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany loans and advances made by obligations of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or any of its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated Subsidiaries in respect of Hedging Agreements entered into in order to the Obligations on terms reasonably satisfactory to the Administrative Agentmanage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) unsecured Indebtedness under any Rate Management incurred by the Borrower to finance repurchases of its Capital Stock to the extent permitted by Sections 8.6 and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations8.7; (f) Indebtedness obligations of the Borrower under Equity Swap Agreements provided that (i) under unsecured lines the term of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or any such Equity Swap Agreements shall not exceed 6 months and (ii) arising from the honoring by a bank or other Person notional amount of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness obligations shall not to exceed the Dollar Equivalent of $100,000,000 75,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) unsecured Indebtedness of a Person existing at payable to the time such Person becomes a Restricted Subsidiary seller of the Parent Borrower Capital Stock or is merged with Property acquired in a Permitted Acquisition representing all or into the Parent Borrower or any Restricted Subsidiary a portion of the Parent Borrower and not Incurred in contemplation purchase price of such transactionthe Capital Stock or Property so acquired; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of owing by one Credit and (ii) with respect Party to letters of credit issued in the ordinary course of businessanother Credit Party; (i) Capitalized Lease Obligations and other Indebtedness secured hereafter incurred by Liens permitted under Section 7.2(g); provided that the Borrower not exceeding $200,000,000 in aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000outstanding; (j) Guaranties Guaranty Obligations of any Guarantor with respect to the Indebtedness pursuant to this of the Borrower permitted under Section 7.3 (other than clause (c8.1(i) unless otherwise permitted pursuant to such clauseor Section 8.1(j);; and (k) Indebtedness owing to any insurance company in connection with of the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations Borrower arising under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary the Convertible Note Indenture and the Convertible Notes in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant up to this Section 7.3(m), the Subsidiary Debt Basket Amount; $275,000,000 (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements and extensions thereof on terms and conditions no less favorable to the Borrower than the terms and conditions of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest Convertible Note Indenture and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, the Convertible Notes as in connection such extension, modification, renewal, refinancing or replacementeffect on the Closing Date).

Indebtedness. The Parent Borrower shall notBorrowers will not (nor will they permit any Guarantor to) contract, and shall not create, incur, assume or permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Agreement and the Funding Date and described on Schedule 7.3other Loan Documents; (b) Indebtedness under existing as of the Credit DocumentsClosing Date as referenced in Section 6.9 (and renewals, refinancings or extensions thereof on terms and conditions substantially the same as such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (c) Indebtedness under: (i) the Term Loan Credit Documents in respect of current accounts payable and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into accrued expenses incurred in the ordinary course of business including, to the extent not current, accounts payable and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsaccrued expenses that are subject to bona fide dispute; (fd) purchase money Indebtedness (including capital leases) incurred by the Borrowers and Guarantors to finance the purchase of fixed assets; provided that (i) under unsecured lines the total of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary all of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower Borrowers and Guarantors taken together shall not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the exceed an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed $15,000,000 at any one time outstanding $250,000,000; (jincluding any such Indebtedness referred to in subsection (b) Guaranties with respect to above); (ii) such Indebtedness pursuant to this Section 7.3 when incurred shall not exceed the purchase price of the asset(s) financed; and (other than clause (ciii) unless otherwise permitted pursuant to no such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amountrefinancing; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); (c) intercompany Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under Section 8.02(d); (d) intercompany loans and advances made by obligations (contingent or otherwise) of the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; any Subsidiary existing or arising under any Swap Contract, provided that any (i) such Indebtedness obligations are (other than the US Holdco Intercompany Noteor were) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions 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 speculative purposes, 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; (e) purchase money Indebtedness (including obligations in respect of Specified Cash Management ObligationsCapital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness that may exist or may be deemed to exist under the Product Acquisition Documents, the Entocort® EC Distribution Agreement, the 1996 License Agreement and any other agreements providing for indemnification, purchase price adjustments and similar obligations (iincluding Earn-Out Obligations) under unsecured lines in connection with the lease, license, purchase or sale of credit for overdrafts or for working capital purposes assets effected in foreign countries accordance with financial institutions, or (ii) arising from the honoring by a bank or other Person requirements of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amountthis Agreement; (g) other unsecured Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount not to exceed $5,000,000 at the any one time of Incurrence thereof outstanding; provided, that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (ni) the issuance by any of the Parent Borrower’s Restricted Subsidiaries Loan Parties shall be in compliance with Section 8.11 after giving effect to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of additional Indebtedness, (ii) no Default or Event of Default exists prior to or after giving effect to such Indebtedness and (iii) if such Indebtedness results from seller financing, such Indebtedness is not more than 3.50 to 1.00evidenced by a demand note but rather has a stated maturity; and (ph) extensions, modifications, renewals, refinancings or replacements of Guarantees with respect to Indebtedness permitted by under clauses (a) through (g) of this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.03.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of AWI and its Subsidiaries existing on the Credit Documentsdate hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness under: (i) among AWI and its Subsidiaries to the Term Loan Credit Documents and extent permitted under Section 8.02; provided that, if secured, any Guaranties of such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by a Guarantor; and (ii) an intercompany note, such note shall be pledged to the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that Collateral Agent to secure the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeObligations; (d) intercompany loans obligations (contingent or otherwise) of AWI 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 advances made not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the Parent Borrower purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Restricted Subsidiary Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or made by any Restricted Subsidiary Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than Administrative Agent a compliance certificate confirming the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (eh) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under any Rate Management Section 8.11 after giving effect thereto on Pro Forma Basis and Currency Protection Transactions entered into (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management ObligationsAdministrative Agent; (fi) Indebtedness (i) arising under unsecured lines of credit for overdrafts any performance, bid, appeal or for working capital purposes in foreign countries with financial institutions, surety bond or (ii) arising from the honoring by a bank under any performance or other Person of a check, draft completion guarantee or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or obligations entered into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (ij) Capitalized Lease Obligations and Securitization Indebtedness secured by Liens permitted under Section 7.2(g); provided that the in an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not to exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)150,000,000; (k) Indebtedness owing to any insurance company in connection with current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the financing purchase or redemption of any insurance premiums Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by such insurance companySection 8.06; (l) Indebtedness consisting incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations under non-competition arrangements, adjustments or obligations in respect of purchase price, price (including earn-outs outs) or other similar arrangementsadjustments; (m) Indebtedness of obligations under any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such Treasury Management Agreement and other Indebtedness outstanding pursuant to this Section 7.3(m)in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the Subsidiary Debt Basket Amountordinary course of business; (n) Indebtedness consisting of (a) the issuance by any financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any ordinary course of its Restricted Subsidiaries of shares of Preferred Stockbusiness; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness Incurred by any Credit Party; with respect to reimbursement-type obligations regarding workers compensation claims, provided that upon the Parent Borrower would have a Leverage Ratiodrawing of such letter of credit, calculated on a Pro Forma Basis for the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Incurrence and any concurrent repayment of Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not more than 3.50 to 1.00in excess of five percent (5.0%) of Consolidated Foreign Assets; and (pt) extensions, modifications, renewals, refinancings or replacements of Guarantees with respect to Indebtedness permitted by under this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.03.

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of the Credit DocumentsParent and its Subsidiaries set forth in Schedule 8.03 and any refinancings, refundings, renewals or extensions thereof which do not increase the principal amount thereof; (c) intercompany Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under Section 8.02; (d) intercompany loans and advances made by obligations (contingent or otherwise) of the Parent Borrower to or any Restricted Subsidiary existing or made by arising under any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; Swap Contract, provided that any (i) such Indebtedness obligations are (other than the US Holdco Intercompany Noteor were) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions 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 speculative purposes, 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; (e) purchase money Indebtedness (including obligations in respect of Specified Cash Management ObligationsCapital Leases or Synthetic Leases) hereafter incurred by the Parent or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $15,000,000 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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Attributable Indebtedness in connection with Receivables Facilities and Indebtedness under Foreign A/R Facilities not to exceed $750,000,000 in the aggregate at any one time outstanding, and all yield, interest, fees, indemnities and other amounts related thereto; (g) obligations in respect of Earn Out Obligations to the extent constituting Indebtedness; (h) Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of any assets securing such Indebtedness) in an aggregate principal amount not to exceed at any time outstanding $35,000,000, provided, that such Indebtedness was not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition; (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 (except in the aggregate at any time outstanding, provided that amounts under overdraft lines case of credit or outstanding as a result of drawings daylight overdrafts) drawn against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (ij) Capitalized Lease Obligations Indebtedness which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and Indebtedness secured by Liens similar obligations in connection with the dispositions of assets permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)8.05; (k) Indebtedness owing Guarantees by any Loan Party or any Subsidiary with respect to any insurance company (i) recourse obligations resulting from endorsement of negotiable instruments for collection in connection with the financing ordinary course of any insurance premiums permitted by such insurance company;business, (ii) surety, appeal and performance bonds obtained in the ordinary course of business, and (iii) workers’ compensation and similar obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; and (l) other Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed at any time the time greater of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (ni) the issuance by any $50,000,000 and (ii) 10% of total consolidated revenues of the Parent Borrower’s Restricted and its Subsidiaries to determined as of the most recent fiscal year end of the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that for which the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)relevant financial information is available.

Indebtedness. The Parent No Borrower shall notshall, and shall not nor will it permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any Indebtedness, except:; (a) existing Indebtedness outstanding on the Funding Date Obligations, Hedging Liability, and described on Schedule 7.3Bank Product Liability of the Borrowers and their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower owed pursuant to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions Hedge Agreements entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationspurposes with Persons other than Lenders (or their Affiliates); (fc) intercompany Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutionsamong the Borrowers, or between or among any Borrower or Borrowers and any Subsidiary or Subsidiaries to the extent permitted by Section 6.14; (iid) arising from Purchase Money Indebtedness and Capitalized Lease Obligations of the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness Borrowers and their Subsidiaries in an amount not to exceed the Dollar Equivalent of U.S. $100,000,000 50,000,000 in the aggregate at any time outstanding; provided, provided that amounts under overdraft lines however, not more than U.S. $15,000,000 of credit or such amount at any one time outstanding as a result of drawings against insufficient funds shall be outstanding permitted for one (1) Business Day before being included in such aggregate amountexpenditures that are not Capital Expenditures; (ge) Indebtedness endorsement of a Person existing at the time such Person becomes a Restricted Subsidiary instruments or other payment items for deposit or collection of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued commercial paper received in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lf) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; and (ii) unsecured guarantees arising with respect to customary indemnification obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangementsto purchasers in connection with permitted dispositions; (mg) unsecured Indebtedness of any Restricted Borrower or any Subsidiary in an aggregate principal amount not to exceed U.S. $50,000,000 at any time outstanding that is incurred on the time date of Incurrence thereof the consummation of a Permitted Acquisition solely for the purpose of consummating such Permitted Acquisition; provided that (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness does not exceedmature prior to that date that is twelve (12) months after the Termination Date, when taken together (iv) such Indebtedness is subordinated in right of payment to the Obligations, Hedging Liability and Bank Product Liability on terms and conditions reasonably satisfactory to the Administrative Agent and is otherwise on terms and conditions (including all economic terms and the absence of covenants) reasonably acceptable to the Administrative Agent, and (v) the only interest that accrues with all respect to such Indebtedness is payable in kind; (h) Acquired Indebtedness in an amount not to exceed U.S. $35,000,000 in the aggregate at any time outstanding; (i) Indebtedness owed to any Person providing property, casualty, liability, or other insurance or the broker therefore or any company providing financing with respect to the premiums for such insurance to or for the benefit of any Borrower or any Subsidiary, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, unpaid insurance premiums for the one year in which such Indebtedness is incurred and such Indebtedness is outstanding pursuant only during such year; (j) unsecured Indebtedness incurred in respect of overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (k) Contingent Obligations of a Borrower or a Subsidiary in respect of (i) Indebtedness otherwise permitted hereunder and (ii) Indebtedness of a Controlled Joint Venture to the extent permitted under Section 6.22(a)(i); (l) to the extent constituting Indebtedness, investments permitted under Section 6.14; (m) secured Indebtedness of any Borrower or any Subsidiary not otherwise permitted by this Section 7.3(m), the Subsidiary Debt Basket Amountin an aggregate principal amount not to exceed U.S. $5,000,000 at any one time outstanding; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred StockPermitted Note Indebtedness; (o) other Indebtedness Incurred by unsecured Subordinated Debt in an aggregate principal amount not to exceed U.S. $15,000,000 in the aggregate at any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00time outstanding; and (p) extensions, modifications, renewals, refinancings or replacements unsecured Indebtedness of Indebtedness any Borrower and any Subsidiary not otherwise permitted by this Section 7.3 that do not increase the in an aggregate principal amount of such Indebtedness (other than by amounts equal not to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including exceed U.S. $20,000,000 in the aggregate at any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)time outstanding.

Indebtedness. The Parent No Borrower shall notwill, and shall not or will permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any IndebtednessIndebtedness or Interest Rate Protection Agreements or Other Hedging Agreements, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; andObligations; (ii) Existing Indebtedness (not constituting Capitalized Lease Obligations, which shall be required to be justified under following clause (v)) outstanding on the Senior Notes Closing Date and any Guaranties listed on Schedule IX; (iii) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iv) Other Hedging Agreements providing protection to Aleris and its Subsidiaries against fluctuations in currency values and commodity prices so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (v) Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) evidenced by Capitalized Lease Obligations and Synthetic Lease Obligations (to the extent permitted by Section 10.01(vi)) and purchase money Indebtedness secured by Liens described in Section 10.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, Synthetic Lease Obligations and purchase money Indebtedness permitted by this clause (v) exceed the greater of $175,000,000 or 10% of Consolidated Total Assets at any time outstanding; (vi) intercompany Indebtedness among Aleris and its Subsidiaries to the extent permitted by Sections 10.05(viii), (xiv) or (xvi); (vii) Indebtedness under term loans or senior notes in an initial aggregate principal amount not to exceed $25,000,000; (viii) Indebtedness consisting of guaranties by Aleris and its Subsidiaries of each other’s Indebtedness or other obligations of any such Persons permitted under Section 10.05(viii), (xiv) or (xvi); (ix) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (x) Permitted Refinancing Indebtedness; (xi) to the extent that same constitutes Indebtedness, indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted hereunder; (xii) Indebtedness of Aleris or any Subsidiary of Aleris (other than the European Borrower and its Subsidiaries) acquired pursuant to a GuarantorPermitted Acquisition or other acquisition of an Acquired Business or Entity permitted pursuant to Section 10.05 (or Indebtedness assumed at the time of a Permitted Acquisition or such other acquisition permitted pursuant to Section 10.05), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other acquisition permitted pursuant to Section 10.05, (y) the aggregate principal amount of all Indebtedness permitted by this clause (xii) shall not exceed $50,000,000 at any one time outstanding; (xiii) Indebtedness in respect of letters of credit (other than Letters of Credit issued pursuant to this Agreement) or bank guarantees; provided that the principal aggregate face amount of Term Loans and Senior Notes any such letters of credit or bank guarantees that are secured shall not exceed an aggregate amount of $1,730,000,000 10,000,000 outstanding at any one time, and any security therefor shall be limited to cash collateral including by providing security over an Exempted Deposit Account in accordance with clause (E) of the definition thereof; (dxiv) intercompany loans and advances made by unsecured Indebtedness of Aleris the Parent Borrower net cash proceeds of which are used to any Restricted Subsidiary consummate one or made by any Restricted Subsidiary more Permitted Acquisitions or other acquisitions of Acquired Entities or Businesses permitted pursuant to the Parent Borrower or its Restricted SubsidiariesSection 10.05. (“Additional Debt”); provided that (x) (A) the terms of such Additional Debt shall not contain any such Indebtedness cross-default provisions (other than for material non-payment at final maturity, and may include a cross-acceleration provision), (B) the US Holdco Intercompany Noteterms of the Additional Debt shall not contain any financial maintenance covenants, (C) owed the Additional Debt shall not be secured by any asset of Aleris or any of its Subsidiaries and shall not be guaranteed by Aleris or any Subsidiary of Aleris other than another Credit Party Party, and (D) no portion of the principal of the Additional Debt shall be subordinated scheduled to the Obligations on terms reasonably satisfactory to the Administrative Agent; be redeemed, repurchased or otherwise repaid or prepaid (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding than as a result of drawings against insufficient funds a change of control, customary offers upon asset sales, acceleration or such other provision as shall be outstanding customary for one comparable high-yield debt securities) prior to the date that is six months after the Final Maturity Date and (1y) Business Day before being included solely at the time of the incurrence of such Indebtedness after giving effect to the incurrence of such Indebtedness, (I) the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 for the immediately preceding 12-month period as of the most recently ended Fiscal Quarter for which Final Statements have been delivered pursuant to Section 9.01(b), and (II) no Default or Event of Default shall exist or would result therefrom; and (xv) Attributable Debt incurred by Aleris or any Subsidiary pursuant to Sale and Lease-Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by Aleris or any Subsidiary as of the Original Closing Date or acquired by Aleris or any Subsidiary after the Original Closing Date in exchange for, or with the proceeds of the sale of, such assets owned by Aleris or any Subsidiary as of the Original Closing Date and any Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xv); provided that the aggregate amountamount of Attributable Debt incurred under this clause (xv) does not exceed $35,000,000; (gxvi) Indebtedness of a owed to any Person existing at the time providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred Person, in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued each case incurred in the ordinary course of business; (ixvii) Capitalized Lease Obligations Indebtedness of any Borrower or any of its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and Indebtedness secured by Liens permitted under Section 7.2(g); completion guarantees and similar obligations, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided that in the aggregate principal amount ordinary course of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000business; (jxviii) Guaranties with respect Indebtedness consisting of promissory notes issued by any Credit Party to Indebtedness pursuant current or former officers, directors and employees, their respective estates, spouses or former spouses to this finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of Aleris (following a Qualified Public Offering of Aleris) permitted by Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)10.03; (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lxix) Indebtedness consisting of obligations of any Borrower or any of its Subsidiaries under non-competition arrangementsdeferred compensation or other similar arrangements incurred by such Person in connection with the Transaction, adjustments of purchase price, earn-outs Permitted Acquisitions or similar arrangementsany other Investment expressly permitted hereunder; (mxx) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (xxi) Indebtedness incurred by any Restricted Subsidiary Borrower or any of its Subsidiaries in respect of documentary letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; provided that any such documentary letter of credit or other similar instrument may be secured only by Liens attaching to the related documents of title and not any Inventory represented thereby; (xxii) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (xxiii) Unsecured Indebtedness under the IntermediateCo Notes in an aggregate principal amount of up to $50,000,000, issued by Holdings; (xxiv) Indebtedness in an aggregate principal amount at any time outstanding of up to $50,000,000 solely to the extent the Net Cash Proceeds thereof are applied to finance a Permitted Acquisition; (xxv) unsecured senior notes in an aggregate principal amount at any time outstanding of up to $50,000,000, or unsecured subordinated notes; provided that in either case, such Indebtedness does not provide for annual amortization of more than 1% and such debt matures more than 90 days after the Final Maturity Date; (xxvi) Indebtedness to finance the purchase of Inventory (other than U.K. Inventory included in the Collateral) by European Subsidiaries of Aleris; (xxvii) Indebtedness of Foreign Subsidiaries that are not Credit Parties (to the extent such Indebtedness is not guaranteed by a Credit Party); (xxviii) the New Senior Unsecured Notes; (xxix) Indebtedness pursuant to a declaration of joint and several liability used for the purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (A) secured Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) in an aggregate principal amount at any time outstanding of up to the greater of (i) $500,000,000; and (ii) an unlimited principal amount if solely at the time of Incurrence thereof that does not exceed, when taken together with all the incurrence of such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Senior Secured Leverage Ratio, calculated Ratio determined on a Pro Forma Basis is not greater than 3.5 to 1.0 on the date of such incurrence, and (B) unsecured Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) in an unlimited principal amount so long as no Default or Event of Default exists or would be caused thereby; provided that, in either case, such Indebtedness does not provide for such Incurrence and any concurrent repayment annual amortization of Indebtedness, of not more than 3.50 to 1.001% and such debt matures more than 60 days after the Final Maturity Date; and (pxxxi) extensions, modifications, renewals, refinancings or replacements of Indebtedness constituting an Investment permitted by Section 10.05. Notwithstanding the foregoing, Indebtedness of the European Borrower permitted pursuant to clauses (v), (xxiv), (xxv), (xvii), (xxi) and (xxx) of this Section 7.3 that do 10.04 shall not increase the principal amount exceed $5,000,000 at any time outstanding. The accrual of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, the accretion or amortization of original issue discount on Indebtedness and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, the payment of interest in connection such extension, modification, renewal, refinancing or replacement)the form of additional Indebtedness originally incurred in accordance with this Section 10.04 will not constitute an incurrence of Indebtedness.

Indebtedness. The Parent Borrower shall not, and shall Credit Parties will not permit its Restricted Subsidiaries toany Consolidated Party to contract, Incur create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower set forth in Schedule 8.1 (but not including any renewals, refinancings or extensions thereof); (c) purchase money Indebtedness under:(including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness (including any such 85 91 Indebtedness referred to in subsection (b) above) shall not exceed an aggregate principal amount of $5,000,000 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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into with any Lender, or any Affiliate of a Lender, in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under Section 8.6; (f) unsecured Subordinated Indebtedness hereafter incurred by a Borrower in favor of the seller of a business acquired in a Permitted Acquisition; provided that the total of all such Indebtedness shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; and (g) in addition to the Indebtedness otherwise permitted by this Section 8.1, (i) other Indebtedness hereafter incurred by the Term Loan Borrower provided that (A) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Credit Documents and any Guaranties Documents, (B) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness by a Guarantorand to the concurrent retirement of any other Indebtedness of any Consolidated Party, no Default or Event of Default would exist hereunder and (C) the aggregate principal amount of such Indebtedness plus the aggregate outstanding principal amount of Indebtedness permitted pursuant to clauses (b) and (c) above shall not exceed $10,000,000 at any time; and (ii) the Senior Notes and Guaranty Obligations of any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) Guarantor with respect to letters any Indebtedness of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens Borrower permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.1.

Indebtedness. The Parent Borrower shall notIncur, and shall not create, assume or permit its Restricted Subsidiaries toto exist, Incur directly or suffer to exist indirectly, any Indebtedness, except: (a) existing Indebtedness outstanding on incurred under this Agreement and the Funding Date and described on Schedule 7.3other Loan Documents; (b) (i) Indebtedness under outstanding on the Credit DocumentsClosing Date and listed on Schedule 6.01(b) and (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (c) Indebtedness under: under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties notional principal amount of such Indebtedness by a Guarantor; provided that Hedging Obligations at the time incurred does not exceed the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timethe Indebtedness to which such Hedging Obligations relate; (d) intercompany loans and advances made Indebtedness permitted by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentSection 6.04(e); (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $30,000,000 at any time outstanding; (f) Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to exceed $25,000,000 at any time outstanding; (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed $10,000,000 at any time outstanding; (h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01; (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 (except in the aggregate at any time outstanding, provided that amounts under overdraft lines case of credit or outstanding as a result of drawings daylight overdrafts) drawn against insufficient funds shall be outstanding for one (1) in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Day before being included in such aggregate amountDays of incurrence; (gj) Indebtedness arising in connection with endorsement of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued instruments for deposit in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Subordinated Indebtedness owing incurred by Borrower within one year from the Closing Date in an aggregate amount not to any insurance company in connection with the financing of any insurance premiums permitted by such insurance companyexceed $150,000,000; (l) unsecured Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mnot including Indebtedness incurred pursuant to this Agreement) Indebtedness of any Restricted Subsidiary Company (other than a Foreign Subsidiary) in an aggregate principal amount not to exceed $50,000,000 at the any time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Partyoutstanding; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not no more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements an aggregate of Indebtedness permitted by this Section 7.3 that do not increase the principal amount $20,000,000 of such unsecured Indebtedness (other than may be incurred by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including the Companies in any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)fiscal year.

Indebtedness. The Parent Borrower shall not, and shall Credit Parties will not permit its Restricted Subsidiaries toany Consolidated Party to contract, Incur create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on arising under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness); (c) purchase money Indebtedness under: (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the Term Loan Credit Documents and any Guaranties total of all such Indebtedness by a Guarantor; and under this clause (iic) the Senior Notes and any Guaranties of for all such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes Persons taken together shall not exceed an aggregate principal amount of $1,730,000,000 outstanding 7,500,000 at any one timetime 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 a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany loans obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agentnot for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management ObligationsSection 8.6; (f) Indebtedness of any Subsidiary of the Borrower that existed at the time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition and Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition; provided that (i) under unsecured lines such Indebtedness was not incurred in contemplation of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or such Permitted Acquisition; (ii) arising from the honoring by a bank or other Person total of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness under this clause (f) for all such Persons taken together shall not to exceed the Dollar Equivalent an aggregate principal amount of $100,000,000 in the aggregate 10,000,000 at any one time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds ; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding for one (1) Business Day before being included in thereon at the time of such aggregate amountrefinancing; (g) Subordinated Indebtedness of a Person existing the Borrower in an aggregate principal amount not to exceed $25,000,000 at the any one time outstanding plus any accumulated accrued pay-in-kind interest on such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transactionIndebtedness; (h) Indebtedness (i) under Performance Guaranties and Performance Letters Guaranty Obligations of Credit and (ii) the Parent, the Borrower or any of the Subsidiaries of the Parent with respect to letters any Indebtedness of credit issued in the ordinary course Parent or any of businessits Subsidiaries permitted by this Section 8.1; (i) Capitalized Lease Obligations and other Indebtedness secured by Liens permitted under Section 7.2(g); provided that of the Borrower or any of its Subsidiaries in an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not to exceed $10,000,000 at any one time outstanding $250,000,000outstanding; (j) Guaranties (A) to the extent constituting Indebtedness, obligations under Cash Management Agreements and (B) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of netting services, overdraft protections and similar arrangements in each case in connection with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)cash management or deposit accounts; (k) Indebtedness owing under the Cash Collateral Agreement (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (lPerson than such existing Indebtedness) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount not to exceed $23,000,000 at the any one time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00outstanding; and (pl) extensionsto the extent that any earn-out payments due under any acquisition agreement by any Consolidated Party (the “Earn-Out Liabilities”) constitute “the deferred purchase price of Property or services purchased by such Person” pursuant to clause (d) of the definition of Indebtedness, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal Earn-Out Liabilities with respect to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)Permitted Acquisition.

Indebtedness. The Parent No Borrower shall notshall, and shall not nor permit any of its Restricted Subsidiaries to, Incur incur, create, assume, become or be liable in any manner with respect to, suffer or permit to exist exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) purchase money Indebtedness under (including Capital Leases) arising after the Credit Documentsdate hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) not to exceed Ten Million Dollars ($10,000,000) in the aggregate at any time outstanding so long as such security interests do not apply to any property of such Person other than the Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment so acquired; for purposes hereof, (i) Indebtedness shall qualify as purchase money Indebtedness if it is incurred within one hundred eighty (180) days of the date such Person acquires the Equipment which is to be secured by such Indebtedness and (ii) the cost of the Equipment acquired shall include delivery, installation and tax expenses for purchasing and installing such Equipment; (c) purchase money Indebtedness under: arising after the date hereof to the extent secured by purchase money mortgages on Real Property not to exceed One Million Dollars (i$1,000,000) in the Term Loan Credit Documents and aggregate at any Guaranties time outstanding so long as such mortgages do not apply to any property of such Person other than the Real Property so acquired, and the Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall secured thereby does not exceed an aggregate amount the cost of $1,730,000,000 outstanding at any one timethe Real Property so acquired; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made guaranties by any Restricted Subsidiary to the Parent Subsidiaries of such Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to of the Obligations on terms reasonably satisfactory to the Administrative Agentin favor of Agent and Lenders; (e) current Indebtedness maturing in less than one year and incurred in the ordinary course of business for raw materials, supplies, equipment, services, taxes or labor; (f) the Subordinated Public Debt, provided, that, (i) no Borrower or any of its Subsidiaries shall enter into any amendment of the Indenture, the Senior Subordinated Notes or any document, agreement, instrument, note or guaranty related thereto (the "Public Debt Documents") without the prior written consent of Agent, (ii) no Borrower or any of its Subsidiaries may make any principal payments with respect to such Indebtedness unless (A) both before and after giving effect to such payment, there exists no Default or Event of Default, (B) Excess Availability for the ninety (90) day period immediately preceding any such payment shall have been $25,000,000 or greater at all times, (C) after giving effect to any such payment, Excess Availability shall be $25,000,000 or greater, and (D) pro forma Excess Availability for the twelve (12) month period following such payment shall be $25,000,000 or greater as determined by Agent, in its sole discretion, based upon its review of Borrowers' consolidated and consolidating financial projections for such period provided to Agent upon Borrowers', or Borrower Agent's, request to make such payment; and (iii) Borrower may make regularly scheduled interest payments only so long as both before and after giving effect to such payment, there exists no Default or Event of Default; (g) the JPMC Indebtedness, provided, that, (i) no Borrower or any of its Subsidiaries shall enter into any amendment of the JPMC Agreements without the prior written consent of Agent; and (ii) no Borrower or any of its Subsidiaries may make any payments with respect to such Indebtedness unless (A) except with respect to subsection (H) below, such payments are expressly required under the terms of Sections 2.02, 2.03(a), 2.04(a), 2.04(b), 2.04(c), 2.04(d) or 2.04(e) of the JPMC Loan Agreement, (B) with respect to prepayments contemplated by Sections 2.04(c), (d) and (e) of the JPMC Loan Agreement, both before and after giving effect to such payment, there exists no Default or Event of Default, (C) with respect to prepayments contemplated by Section 2.04(c) of the JPMC Loan Agreement, Borrowers shall have made all payments required by and otherwise complied with the terms of Section 9.9(q) hereof, (D) with respect to prepayments contemplated by Section 2.04(d) of the JPMC Loan Agreement: (1) Borrowers shall have made all payments required by and otherwise complied with the terms of Section 9.7(b)(x) hereof, (2) Excess Availability for the ninety (90) day period immediately preceding any such payment shall have been $25,000,000 or greater at all times and (3) after giving effect to any such payment, Excess Availability shall be $25,000,000 or greater, (E) with respect to prepayments contemplated by Section 2.04(e) of the JPMC Loan Agreement: (1) Excess Availability for the ninety (90) day period immediately preceding any such payment shall have been $25,000,000 or greater at all times, (2) after giving effect to any such payment, Excess Availability shall be $25,000,000 or greater, (3) pro forma Excess Availability for the twelve (12) month period following such payment shall be $25,000,000 or greater as determined by Agent, in its sole discretion, based upon its review of Borrowers' consolidated and consolidating financial projections for such period provided to Agent upon Borrowers', or 75 Borrower Agent's, request to make such payment, and (4) at the time such payment is to be made, Borrower Agent and its consolidated Subsidiaries shall have a positive Fixed Charge Coverage Amount (as defined in the JPMC Loan Agreement) when measured on a cumulative basis from August 1, 2002 through the last day of the month immediately preceding such payment date, (F) with respect to regularly scheduled interest and principal payments, during the existence of a Default or an Event of Default, such payments are not made using any proceeds of Collateral or any Loans or Letter of Credit Accommodations; (G) with respect to prepayments contemplated by Section 2.04(a) of the JPMC Loan Agreement, Agent has received $1,500,000 of the proceeds of the Trust Note; and (H) if, in accordance with the terms of this Agreement, Borrowers exercise their right to terminate this Agreement and indefeasibly repay and satisfy in full, in cash all of the Obligations then outstanding, then upon the indefeasible repayment and satisfaction in full, in cash, of all of the Obligations then outstanding other than the principal balance of the Term Loan, Borrowers may pay to JPMC, for application to the then outstanding JPMC Indebtedness, an amount equal to the then outstanding principal balance of the Term Loan so long as: (1) JPMC and the JPMC Lenders shall have entered into an agreement, in form and substance satisfactory to Agent, providing for the sale to JPMC and the JPMC Lenders, without recourse, representations or warranties of any kind, of the Term Loan by Agent and the Lenders and, upon Agent's receipt of the full amount of the principal balance of the Term Loan in cash, the assignment to JPMC of the Broadway Mortgage, (2) no adverse consequence to Agent or any Lender would arise as a result of such transactions, as determined by Agent; (3) such transactions are not prohibited by or would violate any court order or applicable law, as determined by Agent; (4) upon consummation of such transactions, all of the Obligations would be indefeasibly repaid and satisfied in full, in cash and neither Agent nor any Lender would have any obligation to provide any financing to Borrowers; and (5) Borrowers shall have consented, in writing, to such transactions; (h) deferred taxes and other expenses incurred in the ordinary course of such Borrower's business; (i) other Indebtedness listed on Schedule 9.9 hereto; (j) any renewals or refinancings of Indebtedness described in Sections 9.9(b), (c), (f), (g) and (i) in amounts not exceeding such Indebtedness as of the date renewed or refinanced, if (i) the average life to maturity of such renewed or refinanced Indebtedness is greater than or equal to that of the Indebtedness renewed or refinanced, (ii) such renewal or refinancing is on terms no less favorable than the terms of the original Indebtedness and (iii) such renewal or refinancing is otherwise in compliance with this Agreement; (k) Indebtedness under any Rate Management Hedging Transactions; (l) guaranties by a Borrower of the Indebtedness of another Borrower or Obligor hereunder, to the extent that such other Borrower or Obligor, as the case may be, is not prohibited under the Financing Agreements from incurring such Indebtedness; (m) guaranty obligations incurred in the ordinary course of business with respect to surety and Currency Protection Transactions appeal bonds, performance and return-of-money bonds and similar 76 obligations not exceeding $500,000 for any one such guaranty and $1,000,000 in the aggregate for all such guaranties at any one time outstanding; (n) guaranty obligations arising with respect to customary indemnification and purchase price adjustment obligations incurred in connection with any sale or other disposition of assets permitted hereunder; (o) other unsecured Indebtedness not to exceed $10,000,000 in the aggregate principal amount at any one time outstanding; provided, however, with respect to Indebtedness of $2,000,000 or more owed to any one Person, Agent must have received a subordination agreement, in form and substance satisfactory to Agent in its sole discretion, from such Person; (p) unsecured Indebtedness described in Section 1.59(i) hereof to the extent such Indebtedness (i) is incurred with respect to software licenses entered into in the ordinary course of business or (ii) is incurred pursuant to such a License Agreement entered into in the ordinary course of business and does not exceed $1,000,000, in the aggregate for speculative purposesboth Borrowers, and Indebtedness in respect of Specified Cash Management Obligationsper fiscal year; (fq) Indebtedness which is secured solely and directly by the Real Property Collateral so long as (i) under unsecured lines of credit for overdrafts or for working capital purposes Agent shall consent in foreign countries with financial institutions, or (ii) arising from writing to the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation terms of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit transaction and (ii) with respect the Net Proceeds of such Indebtedness are used to letters of credit issued repay, in the ordinary course of business; following order: (iA) Capitalized Lease first, the then outstanding Real Estate Loans and any accrued interest thereon until paid in full; (B) second, any other Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that then outstanding in an amount equal to (1) $7,500,000 minus (2) the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness repaid under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (cA) unless otherwise permitted pursuant above; and (C) third, any other Obligations then outstanding in an amount equal to 50% of such clause); (k) Net Proceeds in excess of $7,500,000; provided, that, if no JPMC Indebtedness owing is then outstanding, 100% of such Net Proceeds shall be applied to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness then outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00Obligations; and (pr) extensionsIndebtedness evidenced by the Trust Note, modificationsprovided that (i) MTS may not enter into any amendment of the Trust Note without the prior written consent of Agent, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase (ii) no interest accrues under the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paidTrust Note, and fees and expenses (including any bona fide amendment, waiver or consent feeiii) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)principal payment of the Trust Note is made solely from the cash surrender payments that MTS receives with respect to the Surrendered Insurance Policies.

Indebtedness. The Parent Borrower shall not, and shall will not permit any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on created pursuant to the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under of the Credit DocumentsBorrower and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1; (c) so long as no Event of Default results therefrom, the incurrence of Indebtedness under: represented by Capital Lease Obligations, and other Indebtedness and obligations described in item (iviii) of the Term Loan Credit Documents and any Guaranties definition of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timePermitted Encumbrances; (d) intercompany loans Indebtedness between the Borrower and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary its Subsidiaries to the Parent Borrower or its Restricted Subsidiaries; provided that any such extent permitted under Section 7.4 and intercompany Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated between Subsidiaries to the Obligations on terms reasonably satisfactory to the Administrative Agentextent permitted under Section 7.4; (e) Indebtedness under any Rate Management and Currency Protection Hedging Transactions entered into in the ordinary course of business and not other than Hedging Transactions for speculative purposes, purposes or of a speculative nature and Indebtedness in guarantees with respect of Specified Cash Management Obligationsthereto; (f) Indebtedness incurred to finance Permitted Acquisitions or track development and Permitted Acquisition Indebtedness; provided that (i) under unsecured lines such Indebtedness shall not exceed the cost of credit for overdrafts such acquisition or for working capital purposes in foreign countries with financial institutionsdevelopment and any expenses reasonably related thereto, or (ii) such Indebtedness shall not be secured by assets of the Loan Parties other than any assets acquired or developed with the proceeds of such Indebtedness and any other assets of the Subsidiary so acquired or that acquires such assets or develops such track and (iii) after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Loan Parties shall be in compliance with Section 6.1; (g) the incurrence or issuance by any Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which shall be used to extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for value, in whole or in part, Indebtedness of the Borrower or any of its Subsidiaries (other than intercompany Indebtedness) or Disqualified Stock of any Subsidiary, in each case that was permitted to be incurred pursuant to Section (b), (c), (f) or this clause (g). (h) the incurrence by any Subsidiary of Indebtedness in respect of bid performance, surety and similar bonds issued for the account of any Subsidiary in the ordinary course of business, including guarantees and obligations of any Subsidiary with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed); (i) the incurrence by any Subsidiary of Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings drawn against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (ij) Capitalized Lease Obligations and other Indebtedness secured incurred by Liens permitted under Section 7.2(g); provided that the any Subsidiary, not to exceed an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding greater than $250,000,000; 50,000,000 (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clausethe “Subsidiary Debt Basket Amount”); (k) Guarantee obligations with respect to the foregoing Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company;and liabilities; and (l) Indebtedness consisting not otherwise permitted under any other clause of Section 7.1 so long as each Subsidiary incurring such Indebtedness has in force a Subsidiary Guaranty Agreement in substantially the form of Exhibit B, provided that such Subsidiary Guaranty Agreement shall contain a provision that such Subsidiary Guaranty Agreement, and all obligations under nonthereunder of the Subsidiary Loan Party party thereto, shall be terminated with respect to any Subsidiary that is not a wholly-competition arrangementsowned Domestic Subsidiary that is a Material Subsidiary, adjustments of purchase price, earn-outs or similar arrangements; upon notice by the Borrower to the Administrative Agent that (mi) Indebtedness of any Restricted Subsidiary in an the aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with Indebtedness of all such other Indebtedness Subsidiaries outstanding pursuant to the preceding clause (k) and this Section 7.3(m), clause (l) is equal to or less than the Subsidiary Debt Basket Amount; Amount and (nii) the issuance by any no Default or Event of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence Default has occurred and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)is continuing.

Indebtedness. The Parent Borrower shall not, and Tenant shall not at any time create, incur, assume or guarantee, or permit its Restricted Subsidiaries toto exist, Incur or suffer to exist become or remain liable directly or indirectly upon, any Indebtedness, exceptIndebtedness except the following: (a1) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3payable to Landlord; (b2) unsecured Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents consisting of accounts payable, accruals and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into similar items incurred in the ordinary course of business in accordance with reasonable and customary trade practices, that are neither owed to a Guarantor or a Subsidiary of a Guarantor nor constitute Indebtedness for money borrowed or a Guarantee thereof; (3) Indebtedness for taxes, assessments, governmental charges or levies to the extent that payment thereof shall not for speculative purposes, and at the time be required to be made in accordance with the provisions of Article 8 --------- hereof or of the other applicable provisions of the Transaction Documents; (4) Indebtedness in respect of Specified Cash Management Obligationsjudgments or awards which have been in force for less than the applicable appeal period, so long as execution is not levied or in respect of which Tenant shall at the time in good faith be prosecuting an appeal or proceedings for review, and in respect of which execution thereof shall have been stayed pending such appeal or review; provided that in each instance the -------- applicable requirements of each Transaction Document are complied with; (f5) Indebtedness for taxes, assessments, governmental charges or levies, and claims for labor, materials and supplies, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8 hereof or of the other applicable provisions of the Transaction Documents; (6) unsecured Indebtedness (including without limitation, accrued and unpaid management fees and Indebtedness for Borrowed Money) of Tenant (i) under unsecured lines of credit for overdrafts owed to a Guarantor or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person Subsidiary of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one Guarantor (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount payment of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries be subject to the Parent Borrower terms of a subordination agreement in form and substance satisfactory to Landlord among Tenant as debtor, such Guarantor or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence Subsidiary as subordinate creditor and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00Landlord as senior creditor); and (p7) extensionsIndebtedness of Tenant, modifications(i) as guarantor of or co-borrower with Paragon or any Subsidiary thereof, renewalsin respect of an $890 million credit facility provided to Paragon by The Chase Manhattan Bank, refinancings as agent bank (and successor or replacements replacement indebtedness), (ii) as guarantor of Indebtedness permitted senior subordinated notes and senior subordinated discount notes of Paragon (and/or its successors and subsidiaries) yielding proceeds of approximately $500 million (and successor or replacement indebtedness), and (iii) as guarantor of a residual guaranty by this Section 7.3 Paragon in respect of a master lease arrangement providing for the acquisition, development and construction of skilled nursing and assisted living facilities for a total amount of not to exceed $100,000,000 (and successor or replacement indebtedness); provided -------- that do not increase (A) the principal amount enforcement of such Indebtedness against Tenant shall at all times be subject to the terms of an intercreditor agreement in substantially the form (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paidthe extent applicable) of the Intercreditor Agreement dated as of February 12, 1997 among Tenant, GCIHCC, GranCare, First Union National Bank of North Carolina, as agent, and fees Landlord, (B) the enforcement of security interests or liens securing such Indebtedness are permitted by paragraph (g) of Section 24.13, and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).------------- -------------

Indebtedness. The Parent Each Borrower shall not, and shall not permit its Restricted Subsidiaries any ------------- Subsidiary to, Incur incur, create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) purchase money Indebtedness under (including Capital Leases) to the Credit Documents; extent secured by purchase money security interests in Equipment (cincluding Capital Leases) Indebtedness under: (i) the Term Loan Credit Documents and so long as such security interests do not apply to any Guaranties property of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposesEquipment so acquired, and the Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness secured thereby does not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary cost of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) Equipment so acquired; except, that, with respect to letters the Warehouse Equipment, Duck Head may refinance the Warehouse Equipment which was previously financed under the GECC Warehouse Equipment Lease (the "Refinancing Indebtedness") so long as each of credit issued the following conditions is satisfied in the ordinary course determination of business; Lender: (iA) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Refinancing Indebtedness shall not exceed the lesser of (other than by amounts equal to unpaid accrued interest and premium thereon 1) $1,550,000 or (2) the fair market value of the Warehouse Equipment (plus other amounts paid, and the amount of reasonable refinancing fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, incurred in connection therewith on the date of such extensionrefinancing), modification(B) as of the date of any such refinancing and after giving effect thereto, renewalthe Excess Availability of Duck Head shall not be less than $8,000,000, (C) the Refinancing Indebtedness shall only be secured by the Warehouse Equipment, (D) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Refinancing Indebtedness, each in form and substance satisfactory to Lender and as duly authorized, executed and delivered by the parties thereto, and (E) as of the date of incurring such Indebtedness and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing; to the extent that each of the foregoing conditions has been satisfied in the determination of Lender, Lender shall, at the request of Duck Head, at Borrowers' expense, execute and deliver a UCC-3 Partial Release with respect to the Warehouse Equipment subject to such refinancing or replacement).and such other release of lien as shall be reasonably requested by the new lender, provided, that, such releases shall each be in form and substance satisfactory to Lender;

Indebtedness. The Parent Borrower shall notCreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on under the Funding Date and described on Schedule 7.3Loan Documents; (b) Indebtedness under existing as of the Credit DocumentsRestatement Effective Date (other than the Second Lien Notes) and set forth in Schedule 8.03 and any Permitted Refinancings of such Indebtedness; (c) intercompany Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timepermitted under Section 8.02; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary obligations (contingent or made by any Restricted Subsidiary to the Parent Borrower otherwise) existing or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness arising under any Rate Management and Currency Protection Transactions Swap Contract; provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business and not for speculative purposes, and purposes of speculation or taking a “market view;” (e) purchase money Indebtedness (including obligations in respect of Specified Cash Management ObligationsCapital Leases or Synthetic Leases) incurred to finance the purchase, construction or improvement of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (x) $56,250,000 and (y) 0.1799% of Consolidated Total Assets at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and Permitted Refinancings of such Indebtedness; (f) Indebtedness Permitted Facilities, including any amendments to such Permitted Facilities to increase the amount of such facilities; provided, that, at the time of entering into any Permitted Facility or any amendment that increases the amount of such facilities (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or no Default has occurred and is continuing and (ii) after giving effect to such Permitted Facility on a Pro Forma Basis (assuming full utilization of such Permitted Facility), the Borrower would be in compliance with the Financial Covenant set forth in Section 8.11(b); and Permitted Refinancings of such Indebtedness; (g) Indebtedness of any Person that becomes a Subsidiary after the Restatement Effective Date as a result of a Permitted Acquisition, or otherwise assumed in connection with a Permitted Acquisition; provided, that, such Indebtedness (and any Guarantees thereof) exists at 102 the time of such Permitted Acquisition and is not created in contemplation of or in connection with such Permitted Acquisition and Permitted Refinancings of such Indebtedness; (h) other Indebtedness in an aggregate principal amount not to exceed the greater of (x) $100,000,000 and (y) 0.3197% of Consolidated Total Assets at any one time outstanding; provided, that to the extent that any such Indebtedness incurred pursuant to this clause (h) is secured by a Lien on the Collateral, such Lien shall rank junior in priority to the Liens on the Collateral securing the Obligations and shall be subject to a Permitted Junior Lien Intercreditor Agreement; (i) Guarantees with respect to Indebtedness permitted under this Section 8.03 and Guarantees provided by the Borrower or any of its Subsidiaries of obligations incurred by any Subsidiary of the Borrower to counterparties in the ordinary course of its trading and market making business; (j) Indebtedness arising from agreements for indemnification, purchase price adjustment obligations and earn-outs or other similar obligations, in each case incurred in connection with any Permitted Acquisition; (k) [reserved]; (l) Indebtedness arising from the honoring by a bank or other Person financial institution of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 (except in the aggregate at any time outstanding, provided that amounts under overdraft lines case of credit or outstanding as a result of drawings daylight overdrafts) drawn against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; ; provided, that, such Indebtedness is extinguished within five (i5) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount Business Days of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangementsreceiving notice thereof; (m) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, incurred in the ordinary course of business and consistent with past practice; (n) short-term commodities financings of StoneX Financial in an aggregate amount not to exceed $150,000,000 at any time outstanding; (o) intraday financings of StoneX Financial with respect to Permitted Repos in an aggregate amount not to exceed $25,000,000; (p) Indebtedness constituting the Second Lien Notes and Permitted Refinancings in respect thereof; (q) [reserved]; (r) StoneX Financial Pty Subordinated Loan Debt; and (s) (i) Indebtedness in the form of any Restricted Subsidiary Clover Permanent Financing and any Permitted Refinancings of such Indebtedness and (ii) from and after the consummation of the Clover Acquisition, other Indebtedness incurred and/or assumed in connection with the Clover Transactions, including Indebtedness in the form of (a) the Clover Senior Secured Bridge Facility and any Permitted Refinancings of such Indebtedness, (b) letters of credit of the Borrower, Clover and their respective subsidiaries and any cash collateralization arrangements relating thereto, and (c) any Clover Subordinated Debt and any Permitted Refinancings of such Indebtedness (without giving effect to clause (d) of the definition of “Permitted Refinancing” for purposes of this clause (c)); provided, that, the aggregate outstanding amount of all such Indebtedness in the form of any Clover Permanent Financing and the Clover Senior Secured Bridge Facility permitted by this clause (s) shall not collectively at any time exceed $625,000,000; 103 (t) additional Indebtedness secured by Liens on ▇▇▇ Collateral that rank junior in priority to the Liens on the Collateral securing the Obligations so long as, after giving pro forma effect to such incurrence and the application of the proceeds therefrom, the Consolidated HoldCo Secured Leverage Ratio of the Borrower for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of incurrence is less than or equal to 2.25 to 1:00; provided, that (i) no such Indebtedness shall have a maturity date earlier than the date that is 91 days later than then-Latest Maturity Date or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of any then-outstanding Incremental Term Facility (in each case of this clause (i), except with respect to Customary Bridge Loans and any 364-day bridge facility of the Borrower that is secured by the Collateral on a junior priority basis to the Liens on the Collateral securing the Obligations), (ii) such Indebtedness shall not be secured by any assets other than Collateral and to the extent such Indebtedness is incurred by a Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, and (iii) such Indebtedness shall be subject to a Permitted Junior Lien Intercreditor Agreement; (u) additional Indebtedness that is either unsecured or secured solely by assets that do not constitute Collateral so long as, after giving pro forma effect to such incurrence and the application of the proceeds therefrom, either (i) the Consolidated Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of incurrence is at least 2.00 to 1.00 or (ii) the Consolidated HoldCo Leverage Ratio of the Borrower for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of incurrence is less than or equal to 3.50 to 1.00; provided, that (A) no such Indebtedness shall have a maturity date earlier than the date that is 91 days later than the then-Latest Maturity Date or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of any then-outstanding Incremental Term Facility (in each case, except with respect to Customary Bridge Loans and any 364-day bridge facility of the Borrower that is unsecured) and (B) to the extent such Indebtedness is incurred by a Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor; (v) Incremental Equivalent Debt and Permitted Refinancings in respect thereof; (w) Trading Debt; and (x) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at the any time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m8.03(x) not to exceed the greater of (x) $100,000,000 and (y) 0.3197% of Consolidated Total Assets (in each case, or the equivalent thereof, measured at the time of each incurrence, in the applicable foreign currency), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount Permitted Refinancings of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)Indebtedness.

Indebtedness. The Parent Neither the Borrower nor any of its Subsidiaries shall notcreate, and shall not permit its Restricted Subsidiaries toincur, Incur assume, guarantee or suffer be or remain liable with respect to exist any Indebtedness, exceptIndebtedness other than the following: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3Obligations; (b) Indebtedness under existing as of the Credit Documentsdate of this Agreement and disclosed on EXHIBIT C hereto and renewals and refinancings thereof, but not any increase in the principal amounts thereof; (c) Indebtedness under: (i) for taxes, assessments or governmental charges to the Term Loan Credit Documents and any Guaranties of such Indebtedness by a Guarantor; and (ii) extent that payment therefor shall at the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall time not exceed an aggregate amount of $1,730,000,000 outstanding at any one timebe required to be made in accordance with Section 5.4; (d) intercompany loans current liabilities on open account for the purchase price of services, materials and advances made supplies incurred by the Parent Borrower in the ordinary course of business (not as a result of borrowing), provided that such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices except for any such open account Indebtedness (i) which is being contested in good faith by the Borrower, (ii) as to which adequate reserves required by GAAP have been established and are being maintained and (iii) as to which no Encumbrance has been placed on any Restricted Subsidiary or made by any Restricted Subsidiary to property of the Parent Borrower or any of its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness incurred in connection with Permitted Acquisitions to the extent permitted by Section 7.7(f)(ii); (f) Guarantees permitted under any Rate Management and Currency Protection Transactions entered into Section 7.2 hereof; (g) the IRB Indebtedness; (h) Indebtedness for Capital Expenditures incurred in the ordinary course of business after the date hereof and not for speculative purposesrenewals and refinancings thereof, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all PROVIDED that such Indebtedness does not to exceed the Dollar Equivalent of $100,000,000 1,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Borrower shall Credit Parties will not, and shall not nor will they permit its Restricted Subsidiaries any Subsidiary to, Incur contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing Indebtedness outstanding on under this Credit Agreement and the Funding Date and described on Schedule 7.3other Credit Documents; (b) Indebtedness under of the Credit DocumentsParties and their Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date hereof; (c) Indebtedness under: of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the Term Loan Credit Documents and any Guaranties purchase price or cost of construction of such Indebtedness by a Guarantorasset; and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the Senior Notes and any Guaranties principal balance outstanding thereon at the time of such Indebtedness by a Guarantorrefinancing; provided that and (iii) the principal total amount of Term Loans and Senior Notes all such Indebtedness shall not exceed an aggregate amount of $1,730,000,000 outstanding 10,000,000 at any one timetime outstanding; (d) unsecured intercompany loans and advances made Indebtedness among the Credit Parties (other than Indebtedness owing by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Borrower) and their Domestic Subsidiaries; , provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative AgentAgent and (ii) evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Credit Party Obligations; (e) Indebtedness of Foreign Subsidiaries (excluding the Subsidiary Borrower) in an aggregate amount not to exceed $10,000,000 at any time outstanding; (f) unsecured Indebtedness and obligations owing under any Rate Management Secured Hedging Agreements and Currency Protection Transactions other Hedging Agreements entered into in the ordinary course of business order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes, and Indebtedness ; (g) Guaranty Obligations in respect of Specified Cash Management ObligationsIndebtedness of a Credit Party to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.1; (fh) unsecured Indebtedness owing under the Senior Subordinated Notes; (i) under other unsecured lines of credit for overdrafts or for working capital purposes Subordinated Debt in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness an aggregate amount not to exceed $10,000,000 at any time outstanding; (j) Indebtedness of the Dollar Equivalent Company and its Subsidiaries that is secured by assets acquired in connection with a Permitted Acquisition and not incurred in contemplation thereof, as long as the outstanding principal amount of the Indebtedness secured thereby is not increased after the date the asset is acquired by the Company or any of its Subsidiaries; (k) Indebtedness of the Foreign Subsidiaries (other than the Subsidiary Borrower) owing to the Subsidiary Borrower to the extent such loan by the Subsidiary Borrower is permitted pursuant to clause (l) of the definition of Permitted Investments in Section 1.01; and (l) other Indebtedness of the Credit Parties and their Subsidiaries (excluding Guaranty Obligations of any Credit Party in favor of any Foreign Subsidiary) which does not exceed $100,000,000 1,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. The Parent Borrower shall notIncur, and shall not create, assume or permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness, howsoever evidenced, except: (a) Indebtedness existing Indebtedness outstanding on as of the Funding Date date hereof and described on as set forth in Schedule 7.39.04 attached hereto and incorporated herein by reference and any refinancings, renewals or extensions (including substitutions or replacement of properties by newly acquired properties) thereof and containing covenants no more restrictive than those contained in this Agreement and providing no increase in the amount of such Indebtedness; (b) Indebtedness under the Credit Documents; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties endorsement of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary negotiable instruments for deposit or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft collection or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued transactions in the ordinary course of business; (ic) Capitalized Lease Obligations Indebtedness arising under this Agreement; (d) additional unsecured Indebtedness of the Borrower or Guarantors, or both, in an aggregate outstanding amount not to exceed at any time 20% of Consolidated Shareholders Equity; (e) Capital Leases and purchase money Indebtedness secured by Liens permitted under described in Section 7.2(g); provided that the 9.07 not to exceed at any time an aggregate outstanding principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.0020,000,000; and (pf) extensions, modifications, renewals, refinancings or replacements additional unsecured Indebtedness of Subsidiaries which are not Guarantors in an aggregate outstanding amount not to exceed $5,000,000. For purposes of determining the amount of Indebtedness permitted by incurred in connection with an Acquisition, any Indebtedness which under Generally Accepted Accounting Principles must be recorded as a liability on the consolidated balance sheet of the Borrower, whether or not constituting a Contingent Obligation or Indebtedness for Money Borrowed, shall be deemed Indebtedness at 100% of the amount thereof for purposes of this Section 7.3 that do not increase 9.04, and to the principal amount of extent such Indebtedness is not so required to be recorded as a liability, it shall not be deemed Indebtedness for purposes of this Section 9.04. Indebtedness incurred under clause (other than d) above may be secured by amounts equal Letters of Credit issued pursuant to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)Article III hereof.

Indebtedness. The Parent No Borrower shall not, and shall not will nor will permit any of its Restricted Subsidiaries to, Incur incur, create, assume directly or indirectly, or suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness incurred pursuant to this Agreement and the other Loan Documents or otherwise evidencing any of the Obligations and Indebtedness existing Indebtedness outstanding on the Funding Date date hereof and described set forth on Schedule 7.37.02(a) to the Disclosure Letter; (b) Receivables Facility Attributable Debt incurred in connection with Permitted Accounts Receivable Securitizations; provided that (i) such Indebtedness under related to Permitted Accounts Receivable Securitizations of Foreign Subsidiaries shall not exceed the Credit DocumentsDollar Equivalent of $300,000,000 and (ii) such Indebtedness related to all Permitted Accounts Receivable Securitizations shall not exceed the Dollar Equivalent of $500,000,000; (c) Indebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness evidenced by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timeNotes; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative AgentPermitted Additional Indebtedness; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into consisting of Permitted Acquired IRB Debt in the ordinary course of business and an aggregate principal amount outstanding not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligationsto exceed $25,000,000; (f) Indebtedness (i) of the Borrowers and their Subsidiaries secured by Liens permitted under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed Section 7.01(d); provided that the Dollar Equivalent of $100,000,000 in the aggregate outstanding principal amount of such Indebtedness at any time outstanding, provided that amounts under overdraft lines together with the Dollar Equivalent of credit or outstanding as a result of drawings against insufficient funds shall Indebtedness permitted to be outstanding for one pursuant to Sections 7.02(g) and (1l) Business Day before being included in such aggregate amountshall not exceed 7.5% of the Company’s Consolidated Tangible Assets as set forth on the last financial statements delivered by the Company pursuant to Section 6.01; (g) Indebtedness of a Person existing at Subsidiary issued and outstanding on or prior to the time date on which such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged merged, amalgamated or consolidated with or into the Parent Borrower a Subsidiary (other than Indebtedness issued as consideration in, or to provide all of any Restricted Subsidiary portion of the Parent Borrower and not Incurred in contemplation funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided that the Dollar Equivalent of the aggregate outstanding principal amount of such transactionIndebtedness at any time together with the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to Sections 7.02(f) and (l) shall not exceed 7.5% of the Company’s Consolidated Tangible Assets as set forth on the last financial statements delivered by the Company pursuant to Section 6.01; (h) Indebtedness under Swap Contracts providing protection against fluctuations in interest rates, currency or commodity values in connection with any Borrowers’ or any of their Subsidiaries’ operations so long as management of such Borrower or any such Subsidiary, as the case may be, has determined that the entering into of such Swap Contracts was for bona fide hedging activities; (i) Indebtedness of a Timber SPV arising in connection with a Timberland Installment Note Transaction; (j) Intercompany Indebtedness to the extent permitted by Section 7.07; provided that in the event of any subsequent issuance or transfer of any Equity Interests which results in the holder of such Indebtedness ceasing to be a Subsidiary or Borrowers or any subsequent transfer of such Indebtedness (other than to the Company or any of its Subsidiaries) such Indebtedness shall be required to be permitted under Performance Guaranties another clause of this Section 7.02; provided, further, that in the case of Intercompany Indebtedness consisting of a loan or advance to a Loan Party, each such loan or advance outstanding at any time after the Closing Date shall be subordinated to the indefeasible payment in full of all of such Loan Party’s Obligations; (k) Indebtedness constituting Permitted Guarantee Obligations; (l) Indebtedness in respect of Sale and Performance Letters Leaseback Transactions; provided that at the time of Credit such entering into such Sale and Leaseback Transaction and after giving effect thereto, the aggregate Dollar Equivalent amount of Attributable Debt for such Sale and Leaseback Transaction and for all Sale and Leaseback Transactions so entered into by Borrowers and their Subsidiaries, together with the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to clauses (f) and (g) of this Section 7.02 does not exceed 7.5% of the Company’s Consolidated Tangible Assets as set forth on the last financial statements delivered by the Company pursuant to Section 6.01; (m) Indebtedness, in addition to that referred to elsewhere in this Section 7.02, (i) constituting Specified Foreign Indebtedness, in a Dollar Equivalent principal amount not to exceed 10% of the Company’s Consolidated Tangible Assets; plus (ii) constituting other Indebtedness incurred by Foreign Subsidiaries, in a Dollar Equivalent principal amount not to exceed 7.5% of the Company’s Consolidated Tangible Assets; provided that the aggregate principal amount of the Indebtedness described in clauses (i) and (ii) above that may be secured under Section 7.01(i) shall not exceed $25,000,000; (n) Indebtedness incurred by Domestic Subsidiaries (other than the Excluded Domestic Joint Venture Subsidiaries) in addition to that referred to elsewhere in this Section 7.02 in a principal amount not to exceed in the aggregate $80,000,000; (o) Indebtedness of the Borrowers or any of their Subsidiaries consisting of take-or-pay obligations consistent with respect to letters of credit issued past practice contained in supply agreements entered into in the ordinary course of business; (ip) Capitalized Lease Obligations and Indebtedness in respect of obligations secured by Liens permitted under Section 7.2(g); provided that Customary Permitted Liens; (q) Guarantees incurred by the Company or any Subsidiary of obligations of any employee, officer or director of the Company or any such Subsidiary in respect of loans made to such employee, officer or director in connection with such Person’s acquisition of Equity Interests, phantom stock rights, capital appreciation rights or similar equity-like interests in the Company or any such Subsidiary in an aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not to exceed $7,500,000 outstanding at any one time outstanding $250,000,000time; (jr) Guaranties with Indebtedness in respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)of Secured Other Facilities; (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (ms) Indebtedness of any Restricted Subsidiary (i) Pinwheel, in an aggregate principal amount at not to exceed $200,000,000, and (ii) the time of Incurrence thereof that does not exceedExcluded Domestic Joint Venture Subsidiaries, when taken together with in an aggregate principal amount (on a cumulative basis for all such other Indebtedness outstanding pursuant Excluded Domestic Joint Venture Subsidiaries) not to this Section 7.3(m)exceed $50,000,000; provided that, in each case, both before and immediately after giving effect to the Subsidiary Debt Basket Amount; incurrence of any such Indebtedness, (nA) no Default or Event of Default shall have occurred and be continuing and (B) the issuance by any of Company shall be in pro forma compliance with the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00financial covenants set forth in Section 7.15; and (pt) extensions, modifications, renewals, refinancings or replacements of Permitted Refinancing Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such with respect to Indebtedness described in clauses (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses a) through (including any bona fide amendment, waiver or consent fees) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)above.

Indebtedness. The Parent Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (bi) Indebtedness under incurred pursuant to this Agreement and the other Credit Documents; (cii) Indebtedness under: of the Borrower under any Interest Rate Protection or Other Hedging Agreement (i) to the Term Loan Credit Documents extent same is entered into to satisfy the requirements of Section 8.11 and any Guaranties of such Indebtedness by a Guarantor; and (ii) providing protection against fluctuations in currency values in connection with the Senior Notes and Borrower's or any Guaranties of its Subsidiaries' operations, so long as management of the Borrower or such Subsidiary, as the case may be, has determined in good faith that the entering into of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans Interest Rate Protection or Other Hedging Agreements are bona fide hedging activities (and Senior Notes shall are not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (dfor speculative purposes) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into are in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations;consistent with such Person's past practices. (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (giii) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) its Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.08 and purchase money Indebtedness of the Borrower and its Subsidiaries secured by Liens permitted under Section 7.2(g9.01(viii); provided that the aggregate principal amount of all Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases and the aggregate amount of such purchase money Indebtedness outstanding under this Section 7.3(iclause (iii) shall not exceed at any one time outstanding shall not exceed $250,000,000900,000; (jiv) Guaranties with respect Existing Indebtedness of the Borrower listed on Schedule IX but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except to the extent that any such refinancing or renewal is made on terms no less favorable from the perspective of the Banks than the terms of the Existing Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause)so refinanced or renewed; (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mv) Indebtedness of any Restricted Subsidiary the Borrower incurred under the Moovies Seller Note in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; exceed $2,000,000 (n) the issuance as reduced by any repayments of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00principal thereof); and (pvi) extensions, modifications, renewals, refinancings Indebtedness of the Borrower evidenced by Permitted Seller Notes or replacements constituting Permitted Earn-Out Debt issued in accordance with the requirements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)8.15.

Indebtedness. The Parent Borrower None of the Loan Parties shall notcreate, and shall not incur, assume or permit its Restricted Subsidiaries to, Incur or suffer to exist any Indebtedness or engage in any off-balance sheet finance transaction or other similar transaction except for the following (“Permitted Indebtedness, except:”): (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (bi) Indebtedness of the Loan Parties under the Credit Documents; (cii) Indebtedness under: (iof the Loan Parties listed in Schedule 5.02(a) and existing on the Term Loan Credit Documents date of this Agreement and any Guaranties Indebtedness of such the Loan Parties under initial or successive refinancings of any Indebtedness permitted by a Guarantor; and this clause (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor); provided that (A) the principal amount of Term Loans and Senior Notes shall any such refinancing does not exceed an aggregate the principal amount of $1,730,000,000 outstanding the Indebtedness being refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and, if applicable, subordination provisions) are no less favorable to the applicable Loan Party and the Lenders than the Indebtedness being refinanced; (iii) (A) Indebtedness of the Loan Parties under Rate Contracts entered into with respect to the Loans; provided that (x) all such Rate Contracts are entered into in connection with bona fide hedging operations and not for speculation and (y) the aggregate notional principal amount under all such Rate Contracts described in this clause (A) does not at any one time exceed the expected average Effective Amount of the Loans as determined by the Borrower in its reasonable business judgment and (B) Indebtedness of the Loan Parties under Rate Contracts entered into with respect to currencies; provided that (x) all such Rate Contracts are entered into in connection with bona fide hedging operations and not for speculation and (y) the aggregate notional principal amount under all such Rate Contracts described in this clause (B) does not exceed the Total Revolving Loan Commitment at any time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (eiv) Indebtedness under any Rate Management and Currency Protection Transactions entered into of the Loan Parties with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business and not for speculative purposes, and Indebtedness (including surety or similar bonds issued in connection with the stay of a proceeding of the type described in Section 6.01(h)); (v) Guaranty Obligations of any Loan Party in respect of Specified Cash Management ObligationsPermitted Indebtedness of any other Loan Party; (fvi) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from owing to any other Loan Parties; provided that the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all Investment constituting such Indebtedness is permitted by Section 5.02(e)(iii); (vii) purchase money Indebtedness and Capital Lease obligations in an aggregate principal amount not to exceed the Dollar Equivalent of $100,000,000 in the aggregate 10,000,000 at any one time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (gviii) unsecured Indebtedness incurred after the Closing Date; provided that (A) such Indebtedness is subordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders and the terms of such Indebtedness and the documentation for such Indebtedness are reasonably acceptable to the Administrative Agent and the Required Lenders (but in any event, the maturity of such Indebtedness shall be no earlier than a date that is six (6) months after the Maturity Date and such Indebtedness shall have no principal payments prior to a date that is six (6) months after the Maturity Date) and such acceptance shall have been evidenced in writing and (B) after giving effect to the incurrence of such Indebtedness, the Total Leverage Ratio shall not exceed, and shall not be projected to exceed during the term of this Agreement, 2.00:1.00 and the Administrative Agent shall have received a certificate and projections from the Borrower demonstrating satisfaction of such condition; (ix) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or following the Closing Date, which Indebtedness is merged in existence at the time such Person becomes a Subsidiary and is not created in connection with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g)Person becoming a Subsidiary; provided that (A) the aggregate principal amount of all Capitalized Lease Obligations and such Indebtedness under this Section 7.3(i) in the aggregate shall not exceed $5,000,000 at any one time outstanding $250,000,000and (B) the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to such Person becoming a Subsidiary of the Borrower; (jx) Guaranties with respect Indebtedness of the Borrower owing to Indebtedness pursuant Citigroup Global Markets Inc. under that certain Express Creditline Revolving Loan Agreement, dated on or about September 10, 2008, between the Borrower and Citigroup Global Markets Inc. as in effect on the Closing Date in an aggregate principal amount outstanding at any time not to this exceed $22,000,000 and secured solely by liens permitted under Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause5.02(b)(xvi); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (mxi) Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any Restricted Subsidiary time not to exceed $10,000,000 (or the dollar equivalent thereof at the time of incurrence); provided that the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the Indebtedness under this clause (xi); and (xii) Indebtedness of the Borrower in an aggregate principal amount outstanding at any time not to exceed $500,000 in respect of Irrevocable Letter of Credit No. NZS596264 issued by ▇▇▇▇▇ Fargo Bank, National Association (in its individual capacity and not as L/C Issuer hereunder) and extensions and renewals of such letter of credit; and (xiii) other Indebtedness in an aggregate principal amount at the any time of Incurrence thereof that does outstanding not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Partyexceed $5,000,000; provided that the Parent Borrower would have a Leverage Ratio, calculated shall be in compliance with the financial covenants set forth in this Agreement on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 pro forma basis after giving effect to 1.00; and the Indebtedness under this clause (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacementxiii).

Indebtedness. The Parent Borrower shall will not, and shall will not permit or cause any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness other than: (a) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (bi) Indebtedness incurred under this Agreement, the Notes and the other Credit Documents; (cii) Indebtedness under: (i) existing on the Term Loan Credit Documents Closing Date and any Guaranties of such Indebtedness by a Guarantor; and (ii) the Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one timedescribed in Schedule 8.2; (diii) intercompany loans accrued expenses (including salaries, accrued vacation and advances made by the Parent Borrower to any Restricted Subsidiary other compensation), current trade or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management accounts payable and Currency Protection Transactions entered into other current liabilities arising in the ordinary course of business and not for speculative purposesincurred through the borrowing of money, provided that the same shall be paid when due except to the extent being contested in good faith and by appropriate proceedings; (iv) loans and advances by the Borrower or any Subsidiary to any other Subsidiary or by any Subsidiary to the Borrower, provided that any such loan or advance is subordinated in right and time of payment to the Obligations; (v) Indebtedness of the Borrower under Hedge Agreements required pursuant to, and entered into in accordance with, Section 6.8; (vi) unsecured Indebtedness of the Borrower that is expressly subordinated and made junior in right and time of payment to the Obligations and that is evidenced by one or more written agreements or instruments having terms, conditions and provisions (including, without limitation, provisions relating to principal amount, maturity, covenants, defaults, interest, and subordination) satisfactory in form and substance to the Required Lenders in their sole discretion and which shall provide, at a minimum and without limitation, that such Indebtedness (a) shall mature by its terms no earlier than the second anniversary of the Term Loan Maturity Date, (b) shall not require any scheduled payment of principal prior to the first anniversary of the Term Loan Maturity Date, (c) shall have covenants and undertakings that, taken as a whole, are materially less restrictive than those contained herein, and (d) shall bear interest at an overall rate not exceeding 12.5% per annum and, to the extent payable only in cash, at a rate not exceeding 10.5% per annum (the Indebtedness described hereinabove, "Subordinated Indebtedness"); provided that, as further conditions to the issuance of any Subordinated Indebtedness, (1) immediately after giving effect to the issuance of such Subordinated Indebtedness, no Default or Event of Default shall exist, (2) all agreements and instruments evidencing or governing such Subordinated Indebtedness shall have been approved in writing by the Required Lenders (or the Administrative Agent on their behalf), and (3) prior to or concurrently with the issuance of such Subordinated Indebtedness, the Borrower shall have delivered to each Lender a certificate, signed by a Financial Officer of the Borrower, satisfactory in form and substance to the Required Lenders and to the effect that, after giving effect to the incurrence of such Subordinated Indebtedness, the Borrower is in compliance with the financial covenants set forth in Sections 7.1 through 7.3, such compliance being determined with regard to calculations made on a pro forma basis in accordance with GAAP as of the last day of the fiscal quarter then most recently ended and as if such Subordinated Indebtedness had been incurred on the first day of the period applicable to such covenants (such calculations to be attached to such certificate); and provided further that the Net Cash Proceeds from the issuance of such Subordinated Indebtedness shall be applied to prepay the Loans in accordance with, and to the extent required under, the provisions of Section 2.6(e); notwithstanding the foregoing limitations, the Borrower may suffer to exist the Existing Subordinated Indebtedness subject to the terms of Section 8.9; (vii) purchase money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the payment of all or part of the purchase price of any equipment, real property or other fixed assets acquired in the ordinary course of business (but excluding Indebtedness in respect of Specified Cash Management Capital Lease Obligations, which are subject to Section 7.4), and any renewals, refinancings or replacements thereof (subject to the limitations on the principal amount thereof set forth in this clause (vii)), which Indebtedness shall not exceed $5,000,000 in aggregate principal amount outstanding at any time; (fviii) Capital Lease Obligations permitted under Section 7.4; (ix) Indebtedness in respect of performance bonds the outstanding amount of which may not exceed $20,000,000 in the aggregate at any time; (ix) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness Contingent Obligations not to exceed the Dollar Equivalent of $100,000,000 25,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines (in addition to Indebtedness in respect of credit or outstanding performance bonds as a result of drawings against insufficient funds shall be outstanding for one described in clause (1ix) Business Day before being included in such aggregate amountabove; (gxi) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary in respect of the Parent Borrower Senior Notes (but no refinancings or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(greplacements thereof); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (pxii) extensions, modifications, renewals, refinancings or replacements of other unsecured Indebtedness permitted by this Section 7.3 that do not increase the exceeding $5,000,000 in aggregate principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including outstanding at any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement)time.

Indebtedness. The Parent Lead Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to, Incur contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) existing Indebtedness outstanding on the Funding Date and described on Schedule 7.3; (bx) Indebtedness under incurred pursuant to this Agreement and the other Credit Documents; ; and (cy) Indebtedness under: incurred pursuant to the ABL Credit Agreement, including any increases in Commitments (ias that term is defined in the ABL Credit Agreement) the Term Loan Credit Documents and any Guaranties of such Indebtedness by in a Guarantor; andprincipal amount not to exceed $225,000,000; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the Senior Notes and any Guaranties entering into of such Indebtedness by a Guarantor; provided that the principal amount of Term Loans Interest Rate Protection Agreements are bona fide hedging activities and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any one time; (d) intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and are not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (giii) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Lead Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (i) its Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness secured by Liens permitted under Section 7.2(g(including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings); provided that in no event shall the aggregate principal amount of all Capitalized Lease Obligations and the principal amount of all such Indebtedness under incurred or assumed in each case after the Closing Date permitted by this Section 7.3(iclause (iii) shall not exceed the greater of $50,000,000 and 3.0% of Consolidated Total Assets at any one time outstanding $250,000,000outstanding; (jiv) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (kA) Indebtedness owing to any insurance company in connection with the financing form of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangementsindemnification, adjustments adjustment of purchase price, earn-outs out, non-compete, consulting, deferred compensation and similar obligations of the Lead Borrower or similar arrangements; its Restricted Subsidiaries and (mB) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at incurred by the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Lead Borrower or to any of its Restricted Subsidiaries in any disposition permitted hereby under agreements providing for earn-outs or the adjustment of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings purchase price or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurredsimilar adjustments, in connection such extensioneach case, modification, renewal, refinancing or replacement).in an aggregate amount not exceeding $75,000,000 at any time outstanding;