Common use of Limitation on Incurrence of Additional Indebtedness Clause in Contracts

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding the “Coverage Ratio Exception”). The preceding paragraph, the Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 2.25 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Restricted Subsidiary to directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any such Restricted Subsidiary Subsidiary, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date May 17, 2001 shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness, including Acquired Indebtedness, except that: (1) the Company and any Subsidiary Guarantor may Incur Indebtedness, including Acquired Indebtedness, and (2) any Restricted Subsidiary may Incur Acquired Indebtedness other than Permitted Indebtedness; providednot Incurred in connection with, howeveror in anticipation or contemplation of, that if no Default has occurred and is continuing the relevant acquisition, merger or consolidation, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not, directly or indirectly, ): (1) Indebtedness in respect of the Notes excluding Additional Notes; (2) Guarantees by any event incur any Indebtedness that purports to be by its terms (or by the terms Subsidiary Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willpermitted hereunder provided, directly or indirectlythat if any such Guarantee is of Subordinated Indebtedness, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to then the Note Guarantee of such Subsidiary Guarantor shall be senior to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount ’s Guarantee of such Subordinated Indebtedness; (3) Indebtedness that Incurred by the Company or any Restricted Subsidiary may incur pursuant Guarantor under Credit Facilities in an aggregate principal amount at any time outstanding not to this Section 4.08 shall not be deemed to be exceeded as a result exceed the greater of fluctuations in the exchange rates (x) US$100 million or (y) 10% of currencies. For purposes of determining compliance with this Section 4.08:Consolidated Tangible Assets; (a4) the outstanding principal amount of any particular other Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in and its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all Restricted Subsidiaries outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) Date, other than Indebtedness otherwise specified under any of the other clauses of this definition of “Permitted Indebtedness”; (5) Hedging Obligations entered into by the Company and may later reclassify such item into its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (6) intercompany Indebtedness between the Company and any one Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (between any Restricted Subsidiaries; provided that at the time of reclassification it meets the criteria in such category or categories).that:

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary or Permitted Joint Venture to, directly or indirectly, create, incur, assume, guarantee, acquire or become liable, contingently or otherwise, for (collectively "incur") any Indebtedness other than Permitted Indebtedness (it being expressly understood that no Restricted Subsidiary may incur (pursuant to a guarantee or assumption thereof) any Permitted Indebtedness which has been incurred by the Company) or issue any Disqualified Capital Stock. Notwithstanding the foregoing limitations, the Company, its Restricted Subsidiaries and any Permitted Joint Ventures may incur additional Indebtedness (including, without limitation, Acquired Indebtedness) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by the Company and/or the Restricted Subsidiaries in one or more Qualified Transactions equals or exceeds $25 million, if after giving PRO FORMA effect to the incurrence of such Indebtedness or the issuance of such Disqualified Capital Stock, the Company Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of such additional Indebtedness that is permitted under this clause (a) (i) exceed $150,000,000 less the aggregate principal amount of additional Indebtedness that is outstanding from time to time under clause (b), and (ii) that is incurred by Restricted Subsidiaries and/or is secured by Liens pursuant to clauses (d), (f) and (s) of the definition of "Permitted Liens", exceed $75,000,000. (b) The Company shall not permit any Permitted Joint Venture to incur any Indebtedness other than Permitted Indebtedness; provided, however, Indebtedness (it being expressly understood that if no Default Permitted Joint Venture may incur (pursuant to a guaranty or assumption thereof) any Permitted Indebtedness which has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, been incurred by the Company or a Restricted Subsidiary) or issue any Subsidiary Guarantor Disqualified Capital Stock. Notwithstanding the foregoing limitations, a Permitted Joint Venture may incur additional Indebtedness (including including, without limitation, Acquired Indebtedness)) or issue Disqualified Capital Stock from and after the date as of which the aggregate amount of cash raised by such Permitted Joint Venture in one or more Qualified Transactions equals or exceeds $25,000,000, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, if after giving PRO FORMA effect to the incurrence thereofof such Indebtedness or the issuance of such Disqualified Capital Stock, the Consolidated Fixed Charge Coverage Permitted Joint Venture Additional Debt Ratio would not exceed 2.00 to 1, PROVIDED, HOWEVER, that in no event may the aggregate principal amount of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any such additional Indebtedness that purports is permitted under this clause (b) exceed $150,000,000 less the aggregate principal amount of additional Indebtedness that may be outstanding from time to be by its terms time under clause (or by the terms of any agreement governing such Indebtednessa). (c) subordinated to any other Any Indebtedness of an entity existing at the Company unless such Indebtedness time it becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is also by its terms (merged with or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded incurred as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories date such entity becomes a Restricted Subsidiary or the date of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)merger.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 (the “Coverage Ratio Exception”)1.0. The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, provided that if no Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and any Non-Guarantor Restricted Subsidiaries which are not Guarantors Subsidiary may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereofof such Indebtedness and all other Indebtedness to be incurred on such date, the Consolidated Fixed Charge Coverage Ratio of the Company Parent is at least greater than 2.0 to 1.0 (this proviso, the “Coverage Ratio Exception”). . (b) Section 4.10(a) shall not prohibit any of the following: (i) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms Securities incurred on the Issue Date and the related Guarantees; (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms or any Guarantor incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the aggregate of Euro 490 million and $752 million; (or by the terms of any agreement governing such Indebtednessiii) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Parent and its Restricted Subsidiaries outstanding on the Company. No Subsidiary Guarantor will, directly or indirectly, Issue Date (after giving effect to the repurchase of Existing Notes tendered in any event incur any Indebtedness that purports to be by its terms the Debt Tender); (or iv) Interest Hedging Agreements entered into by the terms Parent or any Restricted Subsidiary for non-speculative pursposes; (v) Currency/Commodity Hedging Agreements entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business so long as any agreement governing such IndebtednessCurrency/Commodity Hedging Agreement is not speculative in nature and is (i) subordinated related to income derived from foreign sales or operations of the Parent or any other Restricted Subsidiary or otherwise related to purchase permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Restricted Subsidiaries against fluctuations in the prices of raw materials unused in their business or (iii) entered into to protect the Parent or any of its Restricted Subsidiaries from exposure to adverse movements in foreign exchange; (vi) Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Guarantor to the Company, any Guarantor or any Non-Guarantor Restricted Subsidiary; provided that (a) any such Indebtedness of the Company shall be subordinated, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Securities, (b) any such Indebtedness of any Guarantor to any Non-Guarantor Restricted Subsidiary may incur shall be subordinated, pursuant to a written agreement, to such Guarantor’s obligations under this Indenture and its Guarantee and (c) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person other than the Company or (other than in the case of Indebtedness owed by the Company) any Guarantor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vi); (vii) Indebtedness of any Non-Guarantor Restricted Subsidiary to Parent or any Restricted Subsidiary; provided that (a) any such Indebtedness owed to the Company or any Guarantor shall be unsubordinated and (b) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person (other than the Company or any Guarantor) holds a Lien in respect of such Indebtedness, such Non-Guarantor Restricted Subsidiary shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vii); (viii) obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements; provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and so long as all obligations arising in connection with such obligations are extinguished within five Business Days of the date when such obligations arise; (ix) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness incurred in the ordinary course of business, and Refinancings thereof, not to exceed $75.0 million at any one time outstanding; (xi) any of Parent’s Preference Shares B issued to Stichting B in accordance with the terms of Parent’s Articles of Association as the terms of Parent’s Preference Shares B thereunder are in effect on the date of this Indenture and in accordance with the put and call arrangements with Stichting B as in effect on the date of this Indenture or, in each case, as thereafter amended in a manner no less favorable to the Holders; (xii) Indebtedness of a Receivables Subsidiary in a Qualified Receivables Transaction, which Indebtedness shall not be guaranteed by or otherwise recourse (other than pursuant to Standard Securitization Undertakings) to Parent or any of its Restricted Subsidiaries or any of their assets (other than such Receivables Subsidiary and its assets); (xiii) guarantees by the Company or any Guarantor of any Indebtedness of the Company or any Guarantor that was permitted to be incurred pursuant to this Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Guarantor; (xiv) Indebtedness of the Company or any Guarantor payable to one or more sellers of any Person acquired by Parent or any Restricted Subsidiary, which Indebtedness shall be unsecured and subordinated, pursuant to a written agreement, to the Company’s or such Guarantor’s obligations under this Indenture and the Securities or such Guarantor’s Guarantee, as the case may be, and Refinancings of such Indebtedness by the Company or any Guarantor, in an aggregate amount not to exceed $150.0 million at any one time outstanding; (xv) Indebtedness in the form of guarantees of Indebtedness of the Australian Subsidiaries of the Parent made by the Issuer or any Guarantor to the extent permitted by Section 4.08 4.11; (xvi) Indebtedness not for borrowed money arising from agreements of Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and its Restricted Subsidiaries in connection with such disposition; (xvii) Indebtedness consisting of guarantees of loans made by third parties to management for the purpose of permitting management to purchase Equity Interests of Parent, in an aggregate amount not to exceed $10.0 million at any one time outstanding; (xviii) Refinancing Indebtedness; and (xix) additional Indebtedness in an aggregate principal amount not to exceed $150.0 million at any one time outstanding. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.10, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesincluded. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.10, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Sections 4.10(b)(i) through (19xix) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company Parent shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this Section 4.08 4.10. Any (provided that all 1) accrual of interest, (2) accretion or amortization of original issue discount, (3) payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, (4) payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests, (5) change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies, or (6) the reclassification of preferred stock or preference shares as Indebtedness under the Credit Agreement on the Issue Date shall due to a change in accounting principles will not be deemed to have been incurred pursuant to clause (3) be an incurrence of the definition Indebtedness or an issuance of “Permitted Indebtedness”) and may later reclassify such item into any one or more Disqualified Equity Interests for purposes of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 4.10.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Guarantor to directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Except as set forth in this Section 4.11, the Company will and the Guarantors shall not, and will not neither the Company nor the Guarantors shall permit any of its Restricted their respective Subsidiaries to, directly or indirectly, incur issue, assume, guarantee, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness; provided, however, that if . Notwithstanding the foregoing if: (1) no Default has or Event of Default shall have occurred and is be continuing at the time of of, or would occur as after giving effect on a consequence of the pro forma basis to, such incurrence of any Indebtedness and (2) on the date of such Indebtednessincurrence (the "Incurrence Date"), the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifCompany's Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the incurrence extent set forth in the definition of Consolidated Coverage Ratio, the use of proceeds thereof, would be at least (x) 2.5 to 1.0, if such incurrence occurs prior to January 1, 2004, and (y) 2.75 to 1.0, if the Consolidated Fixed Charge Coverage Ratio incurrence occurs on or after January 1, 2004 (the "Debt Incurrence Ratio"), then the Company and the Guarantors may incur such Indebtedness (including Disqualified Capital Stock). In addition, the foregoing limitations of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms first paragraph of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall 4.11 will not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08prohibit: (a) the outstanding principal Company's incurrence or the incurrence by any Guarantor of Purchase Money Indebtedness; provided, that (1) the aggregate amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred and outstanding at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall be disregardednot exceed $10,000,000; and (2) in each case, such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Guarantor (determined in accordance with GAAP), as applicable, of the property so purchased, constructed, improved or leased; (b) in if no Event of Default shall have occurred and be continuing, the event that an item Company's incurrence or the incurrence by any Guarantor of Indebtedness meets in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $17,500,000; and (c) the criteria Company's incurrence or the incurrence by any Guarantor of more than Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $35,000,000, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (b) of the second paragraph of Section 4.14 or (2) assumed by a transferee in an Asset Sale so long as neither the Company nor such Guarantor continues to be an obligor under such Indebtedness. Indebtedness (including Disqualified Capital Stock) of any Person which is outstanding at the time such Person becomes one of the categories Company's Subsidiaries (including upon designation of Permitted Indebtedness described in clauses (3any subsidiary or other Person as a Subsidiary) through (19) or is merged with or into or consolidated with the Company or one of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date Company's Subsidiaries shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time such Person becomes or is designated one of reclassification it meets the criteria Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable. 61 Notwithstanding any other provision of this Section 4.11, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of another Guarantor incurred in accordance with the terms of this Indenture issued at the time such category Indebtedness was incurred or categories)if later at the time the guarantor thereof became one of the Company's Subsidiaries will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate pursuant to which provision of this Section 4.11 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.11, except as stated otherwise in the foregoing provisions.

Limitation on Incurrence of Additional Indebtedness. The Company JCC Holding will not, and will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectlysuffer to exist any Indebtedness, incur any provided, that the provisions of this Section 5.12 shall not prevent the creation, incurrence, assumption or existence of the following (Indebtedness other than described below is herein referred to as "Permitted Indebtedness; "): (a) Indebtedness incurred pursuant to this Indenture in an aggregate principal amount not to exceed (i) $124,520,000 (plus the aggregate principal amount of Secondary Securities issued as interest in lieu of Cash interest, in each case in accordance with the terms of this Indenture to the extent the same may be deemed to be principal), less (ii) the aggregate principal amount of all repayments of principal of Securities effected after the Issue Date; (b) accrued expenses and trade accounts payable incurred in the ordinary course; (c) Indebtedness under Interest Rate Protection Agreements relating to Indebtedness otherwise permitted under this Section 5.12; (d) Indebtedness subject to Liens permitted under Section 5.13(e) or evidenced by Capitalized Lease Obligations, provided, however, that if in no Default has occurred event shall the aggregate principal amount of such Indebtedness and is continuing at the time of or would occur as a consequence Capitalized Lease Obligations exceed $10,000,000 (which amount shall increase by $5,000,000 on each of the incurrence first three anniversaries of the Issue Date but on a prospective basis only) at any time outstanding; (e) Indebtedness incurred from time to time pursuant to the Revolving Credit Agreement Documents so long as the aggregate principal amount thereof (for this purpose, including the face amount of all outstanding letters of credit and all unpaid drawings with respect thereto as principal) at no time outstanding exceeds $35,000,000 and complies with the provisions of Section 5.15(b); (f) Indebtedness of the Company representing reimbursement obligations under the Minimum Payment Guaranty Documents, subject to compliance with the provisions of Section 5.29; (g) JCC Holding may incur Qualified Subordinated Indebtedness not to exceed an aggregate amount of $5,000,000 for the sole purpose of Required Regulatory Redemptions; (h) Unrestricted Subsidiaries may incur Indebtedness, provided such IndebtednessIndebtedness is expressly non-recourse to JCC Holding, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted their respective Subsidiaries which are not Guarantors Unrestricted Subsidiaries; (i) JCC Holding and its Subsidiaries may incur Acquired Indebtedness, in each case if, after giving effect Indebtedness to the incurrence thereofextent expressly permitted under clauses (d), the Consolidated Fixed Charge Coverage Ratio (e) and (f) of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded5.19; and (bj) the Company may incur Indebtedness in the event that an item of Indebtedness meets the criteria of more than one amount not to exceed $150,000 in connection with charges under credit cards obtained from third-party financial institutions for use by employees of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuer and the Guarantors may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Issuer that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than 2.0 to 1.0 1.0. (b) The limitations set forth in clause (a) above will not apply to each of the following, without duplication (collectively, “Coverage Ratio ExceptionPermitted Indebtedness”): (1) Indebtedness under the Notes issued on the Issue Date (including the related Guarantees) and any Exchange Notes in respect thereof (including any related guarantees thereof). The Company will not, directly or indirectly, ; (2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount at any event incur any Indebtedness that purports time outstanding not to be by its terms exceed $1,550,000,000 (or i) less the amount of all mandatory principal payments actually made by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company Issuer or any Restricted Subsidiary may incur pursuant with the Net Cash Proceeds from Asset Sales in respect of the term loans thereunder (excluding any such payments to the extent refinanced at the time of payment under a replaced Credit Facility); and (ii) reduced by any mandatory permanent repayments of revolving loans made by the Issuer thereunder (which are accompanied by a corresponding permanent commitment reduction) with the Net Cash Proceeds from Asset Sales (excluding any such payments and commitment reductions to the extent refinanced at the time of payment under a replaced Credit Agreement); (3) Indebtedness of the Issuer and its Restricted Subsidiaries (which, for purposes of this Section 4.08 clause (3), shall refer to the Foodservice Business) outstanding on the Issue Date (other than Indebtedness under clause (1) and (2) above) (including any amendments or replacements thereof that do not be deemed increase the principal amount) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions therein; (4) Interest Swap Obligations of the Issuer or any of its Restricted Subsidiaries covering Indebtedness of the Issuer or such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into to be exceeded protect the Issuer and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness incurred without violation of this Indenture to the extent the notional principal amount of such Interest Swap Obligation does not exceed, at the time of the incurrence thereof, the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Issuer and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currenciesfees, indemnities and compensation payable thereunder; (6) Indebtedness of a Restricted Subsidiary of the Issuer to the Issuer, to a Guarantor or to another Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by the Issuer, such Guarantor, such Wholly Owned Restricted Subsidiary or the holders of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Issuer, a Guarantor, such Wholly Owned Restricted Subsidiary or holders of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Issuer, a Guarantor, a Wholly Owned Restricted Subsidiary of the Issuer or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness pursuant to this clause (6); (7) Indebtedness of the Issuer to a Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any Indebtedness of the Issuer to any Wholly Owned Restricted Subsidiary of the Issuer that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under this Indenture and the Notes and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under this Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Issuer pursuant to this clause (7); (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within four Business Days of incurrence; (9) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by letters of credit for the account of the Issuer or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or similar requirements in the ordinary course of business; (10) Indebtedness represented by guarantees by the Issuer or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the extent applicable; (11) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (12) Indebtedness of the Issuer or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding; (14) Indebtedness of Foreign Restricted Subsidiaries of the Issuer in an aggregate principal amount not to exceed $50.0 million under lines of credit to any such Foreign Restricted Subsidiary from Persons other than the Issuer or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Restricted Subsidiary’s working capital and other general corporate purposes; (15) Indebtedness that may be deemed to exist pursuant to the Factoring Agreements and Indebtedness by a Securitization Entity in a Qualified Securitization Transaction that is not recourse (except for Standard Securitization Undertakings) to the Issuer or any of its Restricted Subsidiaries; provided that any amounts incurred under this clause (15) in excess of $50.0 million will reduce the amounts available for borrowing under clause (2) above in an equal amount; (16) Indebtedness of the Issuer evidenced by commercial paper issued by the Issuer; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) above and this clause (16) does not exceed the maximum amount of Indebtedness permitted under clause (2) above; (17) Refinancing Indebtedness; (18) [reserved]; and (19) additional Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $100.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under Credit Facilities). For purposes of determining any particular amount of Indebtedness under this Section 4.03, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.03, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3b)(1) through (19b)(19) of the definition of “Permitted Indebtedness” above or is entitled permitted to be incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company Issuer shall, in its sole discretion, classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with this Section 4.08 (provided 4.03, except that all Indebtedness outstanding Indebtedness under the Credit Agreement on the Issue Distribution Date shall be deemed to have been incurred pursuant to on the Distribution Date under clause (32) above and may not be reclassified. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the definition same class of “Permitted Disqualified Capital Stock and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.03. (c) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness”) is expressly subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may later reclassify be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of such item Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and IRSA PC will not permit Incur any of its Restricted Subsidiaries toIndebtedness, directly or indirectlyincluding Acquired Indebtedness, incur any Indebtedness other than Permitted except that IRSA PC may Incur Indebtedness; provided, howeverincluding Acquired Indebtedness, that if no Default has occurred and is continuing if, at the time of or would occur as a consequence and immediately after giving pro forma effect to the Incurrence thereof and the application of the incurrence proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA PC is greater than 2.00 to 1, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence. (1) Notwithstanding clause ‎(1) above, IRSA PC may Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in respect of the Securities, including Additional Securities; (b) Guarantees of obligations permitted to be Incurred in accordance with this covenant; (c) Hedging Transactions entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Transactions in respect of the Securities; (d) Indebtedness Incurred for the purpose of financing all or any part of the cost of constructing, acquiring or improving any asset used or useful in a Permitted Business of IRSA PC or a Subsidiary in an aggregate outstanding principal amount not to exceed 10% of total Consolidated Tangible Assets of IRSA PC, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (e) Indebtedness between or among IRSA PC, on the one hand, and any of its Subsidiaries, on the other hand; (f) Indebtedness outstanding on the Issue Date; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees and factoring and other financing of payables or receivables or other similar obligations in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such IndebtednessIndebtedness is extinguished within five Business Days of its Incurrence; (i) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to any Subsidiary of IRSA PC) Incurred pursuant to clause ‎(1) of this Section 3.16 (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause ‎(1)), or (2) Indebtedness Incurred pursuant to clauses ‎(2)‎(a), (d), ‎(f), (i) or (j) of this Section 3.16; (j) Acquired Indebtedness if the Company Consolidated Interest Coverage Ratio for IRSA PC’s most recently completed four fiscal quarters determined immediately after giving effect to such Incurrence and the related acquisition (including through a merger, consolidation or otherwise) is equal to or greater than the Consolidated Interest Coverage Ratio of IRSA PC determined immediately before giving effect to such Incurrence and the related acquisition; (k) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary Guarantor may incur for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by IRSA PC in connection with such disposition; (including Acquired Indebtedness), and Restricted Subsidiaries which l) Indebtedness to the extent the net proceeds thereof are not Guarantors may incur Acquired Indebtednesspromptly used to redeem the Securities in full or deposited to defease or discharge the Securities, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance accordance with this Section 4.08:Indenture; (am) the Deeply Subordinated Indebtedness; (n) Indebtedness represented by working capital Indebtedness in an aggregate outstanding principal amount not to exceed US$40,000,000 (or the equivalent thereof in another currency at the time of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardeddetermination); and (bo) Additional Indebtedness in the event that an item aggregate outstanding principal amount not to exceed 15.0% of Indebtedness meets the criteria consolidated total assets of more than one IRSA PC, calculated as of the categories of Permitted Indebtedness described in clauses (3) through (19) end of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant most recent fiscal quarter ending prior to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify date of such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Incurrence.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “"Coverage Ratio Exception”"). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “"Permitted Indebtedness” " or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “"Permitted Indebtedness”") and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “"Permitted Indebtedness” " (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee or otherwise become liable for payment or repayment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided, howeverthat, that if no Default has occurred and is continuing at without limitation (and, for the time avoidance of or would occur as a consequence of the incurrence of doubt, in addition to any such Permitted Indebtedness), the Company or any Subsidiary Guarantor may and the Guarantors will be permitted to incur Indebtedness (including Acquired this proviso, the “Ratio Basket”) consisting of (x) prior to the Collateral Fall-Away Event, Unsecured Indebtedness), First Lien Obligations and Restricted Subsidiaries which are not Guarantors may incur Acquired Junior Priority Obligations and (y) after the Collateral Fall-Away Event, Unsecured Indebtedness and Secured Indebtedness, in each case ifan unlimited amount so long as, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such relevant Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:, (a) the outstanding principal amount of with respect to any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; being incurred under the Ratio Basket prior to the occurrence of the Collateral Fall-Away Event, (i) if such Indebtedness is First Lien Obligations, the Senior Debt to Total Assets Ratio does not exceed the greater of (A) 80% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Senior Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, or (ii) if such Indebtedness constitutes Unsecured Indebtedness or Junior Priority Obligations, the Total Debt to Total Assets Ratio does not exceed the greater of (A) 82% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Total Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, and (b) in with respect to any such Indebtedness being incurred under the event that an item of Indebtedness meets Ratio Basket on or after the criteria of more than one occurrence of the categories Collateral Fall-Away Event, (i) if such Indebtedness is Secured Indebtedness, the Secured Debt to Total Assets Ratio does not exceed the greater of Permitted (A) 80% or (B) if such Indebtedness described is incurred in clauses connection with any Acquisition or other investment not prohibited by this Indenture, the Secured Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, or (3ii) through if such Indebtedness is Unsecured Indebtedness, the Total Debt to Total Assets Ratio does not exceed the greater of (19A) 82% or (B) if such Indebtedness is incurred in connection with any Acquisition or other investment not prohibited by this Indenture, the Total Debt to Total Assets Ratio immediately prior to the incurrence of such Indebtedness, in each case of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionforegoing, the Company shall, calculated on a pro forma basis including all pro forma adjustments in its sole discretion, classify such item of Indebtedness in any manner that complies accordance with this Section 4.08 (provided that all outstanding Indebtedness under Indenture, including the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) application of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)proceeds thereof.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of this Section 4.9(b), directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company Issuers will not, and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness other than Permitted (including Acquired Indebtedness); provided, however, PROVIDED that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Issuers may incur Indebtedness (including Acquired Indebtedness), and Restricted the Company and its Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, ) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Issuers' Consolidated Fixed Charge Coverage Leverage Ratio is less than 7.0 to 1. The accretion of original issue discount (and any accruals of interest) on the Securities shall not be deemed an incurrence of Indebtedness for purposes of this covenant. Notwithstanding the foregoing, the Issuers and their Subsidiaries may incur Permitted Indebtedness; PROVIDED that the Issuers will not incur any Permitted Indebtedness that ranks junior in right of payment to the Securities that has a maturity or mandatory sinking fund payment prior to the maturity of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”)Securities. The Company Issuers will not, directly or indirectlyand will not permit any of their Subsidiaries to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Issuers or any of their Subsidiaries unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities or the Guarantee of such Subsidiary, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Subsidiary, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted the Subsidiaries to, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default with respect to the Securities shall have occurred and is be continuing at the time of or would occur as a consequence of at the incurrence of any such Indebtedness, the Company and the Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness if on the date of the incurrence, (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to i) both (A) the incurrence thereof, the Company's Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is at least 2.0 would have been greater than 2.5 to 1.0 and (B) the “Coverage Ratio Exception”). The Company will not, directly Company's Adjusted Consolidated Net Tangible Assets are equal to or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms greater than 150% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms and the Subsidiaries, or (ii) the Company's Adjusted Consolidated Net Tangible Assets are equal to or by the terms greater than 200% of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by Company and the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesSubsidiaries. For purposes of determining compliance with any particular amount of Indebtedness incurred under this Section 4.08: 4.09, (ai) the outstanding principal amount guarantees of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) otherwise included in the event that an item determination of such amount shall not also be included and (ii) any Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, by the Company shallor any Subsidiary incurred for, in its sole discretionor related to, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under a Person other than another Subsidiary or the Credit Agreement on the Issue Date Company, as applicable, shall be deemed to have been incurred pursuant be in an amount equal to clause the greater of (3i) the lesser of (A) the full amount of the definition Indebtedness of “Permitted Indebtedness”such other Person or (B) and may later reclassify such item into any one or more the fair market value of the categories of Permitted Indebtedness described in clauses (3) through (19) assets and properties of the definition Company or such Subsidiary, as to which the holder or holders of “Permitted Indebtedness” such Indebtedness are expressly limiting the obligations of the Company or such Subsidiary, the value of which assets and properties of the Company or any Subsidiary will be determined in good faith by the Board of Directors of the Company or such Subsidiary, as applicable (provided which determination shall be evidenced by a Board Resolution of the applicable Person), and (ii) the amount of the Indebtedness of such other Person as has been expressly contractually assumed or guaranteed by the Company or such Subsidiary. Notwithstanding anything to the contrary in this Section 4.09, no Subsidiary that at is not already a Subsidiary Guarantor shall incur any Indebtedness with respect to any Indebtedness of the time Company or any other Subsidiary unless such Subsidiary, the Company and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary's Guarantee of reclassification it meets the criteria in Securities, such category or categories)Guarantee to be a senior subordinated unsecured obligation of such Subsidiary.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories). This Section 4.08 will not apply after the Fall-Away Event.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default with respect to the Notes shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or the Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Coverage Ratio would have been equal to or greater than 2.0 to 1.0. (b) Notwithstanding the foregoing, (i) the Company may incur Indebtedness consisting of the Notes to be issued on the Issue Date; (ii) the Subsidiary Guarantors may incur the Guarantees; (iii) the Company and the Subsidiary Guarantors may incur Indebtedness in existence on the date of this Indenture; (iv) the Company or any Subsidiary may incur secured or unsecured Indebtedness outstanding at any time in an aggregate principal amount not to exceed the greater of (A) $100 million or (B) the Borrowing Base; (v) the Company may incur Permitted Company Refinancing Indebtedness; (vi) any Restricted Subsidiary may incur Permitted Subsidiary Refinancing Indebtedness; (vii) the Company may incur Indebtedness to any Restricted Subsidiary, and any Restricted Subsidiary may incur Indebtedness to the Company or to any Restricted Subsidiary; provided that (X) any subsequent issuance or transfer that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary or (Y) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, shall be deemed, in each case to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii); (viii) the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness)represented by Capitalized Lease Obligations, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtednessmortgage financings or purchase money obligations, in each case ifcase, after giving effect to incurred for the incurrence thereofpurpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the Consolidated Fixed Charge Coverage Ratio business of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectlysuch Subsidiary Guarantor, in any event incur an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness that purports incurred pursuant to be by its terms this clause (or viii), not to exceed $15 million at any time outstanding; (ix) this covenant will not prohibit the Guarantee by the terms Company or any of any agreement governing such Indebtedness) subordinated to any other the Subsidiary Guarantors of Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness a Restricted Subsidiary of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness Company that purports was permitted to be incurred by its terms another provision of this covenant; and (or by the terms of any agreement governing such Indebtednessx) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary Guarantor may incur additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this Section 4.08 clause (x), not to exceed $15 million. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall not be deemed to be exceeded as incurred by such Restricted Subsidiary at the time it becomes a result of fluctuations in the exchange rates of currenciesRestricted Subsidiary. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.07, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness debt described in clauses paragraph (3b) through (19) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio Exceptionparagraph (a) above, the Company shall, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.08 (provided that all outstanding covenant, including applying such Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries that are not Guarantors (or other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Section 4.09(b)(1)) shall not exceed $1,500.0 million at any one time outstanding. (b) Section 4.05(a) will not apply to (collectively, “Permitted Indebtedness”): (1) Indebtedness under the terms of Notes (other than any agreement governing such IndebtednessAdditional Notes) subordinated issued on the Issue Date; (2) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $3,500.0 million; (3) other Indebtedness of the Company unless such and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness is also by its terms under clauses (1), (2) or (19) of this Section 4.05(b)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (4) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to this Section 4.08 shall protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of the Indenture to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. For purposes of determining compliance with this Section 4.08:fees, indemnities and compensation payable thereunder; (a6) Indebtedness of a Restricted Subsidiary of the outstanding principal amount Company owing to and held by the Company or a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture; provided that if as of any particular date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be counted only once deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; (7) Indebtedness of the Company owing to and held by a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien other than a Lien permitted under the Indenture; provided that if as of any obligation date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7) by the Company; (8) Indebtedness arising under any guaranteefrom the honoring by a bank or other financial institution of a check, Lien, letter of credit draft or similar instrument supporting inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregarded; andis extinguished within five Business Days of incurrence; (b9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the event ordinary course of business; (10) Indebtedness represented by Capitalized Lease Obligations of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 20.0% of Total Assets at any one time outstanding, (11) Indebtedness represented by mortgage financings and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 20.0% of Total Assets at any one time outstanding; (12) Refinancing Indebtedness; (13) Indebtedness of the Company or any Restricted Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (14) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (15) Indebtedness in respect of Sale and Leaseback Transactions in an item aggregate amount not to exceed the greater of $750.0 million and 5.0% of Total Assets at any one time outstanding; (16) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Company or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.05(a), or (B) the Consolidated Fixed Charge Coverage Ratio of the Company would be no less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the date such Indebtedness is incurred; (17) Additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed the greater of $750.0 million and 5.0% of Total Assets at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to that may be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in this clause (17) by any manner that complies with this Section 4.08 Restricted Subsidiaries (provided that all outstanding Indebtedness other than borrowings under the Credit Agreement on the Issue Date shall be deemed to have been a Bank Facility which is secured by Liens incurred pursuant to clause (3Section 4.09(b)(1)) of the definition of “Permitted Indebtedness”) and may later reclassify such item into that are not Guarantors shall not exceed $250.0 million at any one time outstanding; (18) Indebtedness represented by guarantees by the Company or more its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the categories Indenture; provided that, in the case of Permitted Indebtedness described in clauses (3) through (19) of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).extent applicable; and

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence Incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Incur Indebtedness (including Acquired if on the date of the Incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 would have been greater than 2.25 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless if such Indebtedness is also by its terms (incurred before January 1, 2005, or by the terms of any agreement governing such Indebtedness) subordinated greater than 2.5 to the Notes to the same extent and in the same manner as 1.0 if such Indebtedness is subordinated incurred on or after January 1, 2005. No Indebtedness incurred pursuant to such other Indebtedness the Consolidated Fixed Charge Coverage Ratio test of the Company. No Subsidiary Guarantor willpreceding sentence (including, directly or indirectlywithout limitation, in any event incur any Indebtedness that purports to be by its terms (or by under the terms of any agreement governing such IndebtednessSenior Credit Facility) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by shall reduce the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary which may incur be incurred pursuant to this Section 4.08 shall not be deemed any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Senior Credit Facility pursuant to be exceeded as a result clause (2) of fluctuations in the exchange rates definition of currencies. Permitted Indebtedness) (b) For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) the definition of “Permitted Indebtedness,” the Company, in its sole discretion, will classify such item of Indebtedness at the time of incurrence and will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the definition of “Permitted Indebtedness” or is and (2) the Company will be entitled from time to be time to reclassify any Indebtedness incurred pursuant to the Coverage Ratio Exception, the Company shall, any clause in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness.”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the -------- ------- subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event -------- ------- that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred the Company and is continuing any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if: (i) at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of proceeds therefrom, the Consolidated Fixed Charge Coverage Total Indebtedness to Consolidated EBITDA Ratio of the Company is less than or equal to 4.25:1; (ii) at least 2.0 the time of and immediately after giving pro forma effect to 1.0 the Incurrence thereof and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing; (the “Coverage Ratio Exception”). The Company will notiii) other than Capitalized Lease Obligations or Attributable Indebtedness in respect of a Sale and Leaseback Transaction, directly such Indebtedness is Senior Subordinated Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Subordinated Indebtedness of the Company unless and its Restricted Subsidiaries, as applicable; (iv) the Indebtedness does not require scheduled or other payments of principal prior to the Maturity Date; and (v) the Indebtedness has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Notes as of the date of such Incurrence. (b) Notwithstanding Section 3.4(a), the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness is also by its terms (“Permitted Indebtedness”): (i) Indebtedness Incurred in connection with the Restructuring; (ii) Permitted Refinancing Indebtedness; (iii) Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions not to exceed U.S.$120,000,000 in an aggregate principal amount at any time outstanding (or by the terms its equivalent in other currencies); (iv) Indebtedness in respect of Hedging Contracts; (v) Indebtedness not at any agreement governing such Indebtedness) subordinated time in excess of an aggregate amount equal to the Notes to the same extent and sum of (1) U.S.$15,000,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness respect of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be surety bonds provided by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur in the ordinary course of its business to secure rental payments in connection with the lease of any cell site, repeater, microwave and/or antennae tower structures or any space on such tower structures or any other lease of real property (including ground leases and the lease of buildings), (2) U.S.$20,000,000 in respect of surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of its business to secure their telecommunications concessions or bids for telecommunications concessions (and any payments due to Government Authorities thereunder), permits and similar governmental instruments with respect to concessions, payments under interconnection agreements with other telecommunication carriers and payments under other agreements with other telecommunications carriers, and (3) U.S.$10,000,000 in respect of performance bonds, bankers’ acceptances, letters of credit and surety bonds which constitute Indebtedness provided by the Company or any Restricted Subsidiary in the ordinary course of their business and which do not secure other Indebtedness; (vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two business days of Incurrence; (vii) Indebtedness owed to the Company or any of its Wholly-Owned Restricted Subsidiaries so long as such Indebtedness continues to be owed to the Company or any Wholly-Owned Restricted Subsidiary; (viii) Guarantees by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary permitted under this Indenture; provided, that if any such Guarantee is of Subordinated Indebtedness, then the Note Guarantee of such Restricted Subsidiary shall be senior to such Restricted Subsidiary’s Guarantee of such Subordinated Indebtedness; (ix) Indebtedness arising out of a Qualified Securitization Transaction; (x) Subordinated Indebtedness of the Company or any of its Restricted Subsidiaries incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed U.S.$20,000,000 (or its equivalent in other currencies); and (xi) Senior Indebtedness (other than Indebtedness outstanding under sub-clauses (i) through (x) of this clause (b), but including Indebtedness in respect of the First Lien Notes) in an aggregate principal amount not to exceed U.S.$189,805,000 at any one time outstanding; provided that the First Lien Notes are not outstanding at the time of (or after giving effect to the application of proceeds from) the Incurrence of Indebtedness pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. clause (xi). (c) For purposes of determining compliance with this Section 4.08: (a) with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.4, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be counted only once and any obligation arising under any guaranteeequal to the amount of the liability in respect thereof determined in accordance with Mexican GAAP. The accrual of interest, Lienthe accretion or amortization of original issue discount, letter the payment of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) regularly scheduled interest in the event that an item form of additional Indebtedness meets the criteria of more than one of the categories same instrument or the payment of Permitted Indebtedness described regularly scheduled dividends on Disqualified Capital Stock in clauses (3) through (19) the form of additional Disqualified Capital Stock with the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date same terms shall not be deemed to have been incurred pursuant to clause (3) be an Incurrence of the definition Indebtedness for purposes of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 3.4.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur Subsidiary to Incur any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence Incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the Incurrence of such Indebtedness, in each case if, after giving effect to the incurrence Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is would be at least 2.0 to 1.0 1.0. (b) Nothing contained in Section 4.03(a) shall prohibit the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms Incurrence of any agreement governing such of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) subordinated Indebtedness Incurred pursuant to a Credit Facility in an aggregate principal amount at any other Indebtedness time outstanding not to exceed the greater of: (A) $1,250.0 million (reduced by any required permanent repayments with the proceeds of Asset Sales (which are accompanied by a corresponding permanent commitment reduction) thereunder); (B) the sum of (A) 80 percent of the net book value of the accounts receivable of the Company unless such Indebtedness is also by its terms and the Restricted Subsidiaries and (or by the terms of any agreement governing such IndebtednessB) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness 60 percent of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms net book value of the inventory of the Company and the Restricted Subsidiaries; and (or by the terms of any agreement governing such IndebtednessC) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum an amount of Indebtedness that such that, on a pro forma basis after giving effect to the Incurrence of such Indebtedness, the Secured Indebtedness Leverage Ratio (with all Indebtedness Incurred under this clause (1) deemed to be secured for this purpose) would not exceed 1.5 to 1.00. (2) Indebtedness of the Company or any Restricted Subsidiary may incur outstanding on the Issue Date (other than Indebtedness referenced in clauses (1), (3) and (6) of this Section 4.03(b)); (3) Indebtedness represented by the Notes and the related Note Guarantees (other than Additional Notes); (4) Indebtedness represented by (i) any Sale and Leaseback Transaction or (ii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case in this subclause (ii), Incurred for the purpose of financing all or any part of the purchase price or cost of construction, improvement, repair or replacement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) used in the business of the Company or such Subsidiary Guarantor (including any reasonably related fees, expenses, taxes or other transaction costs Incurred in connection with such acquisition, construction or improvement), in an aggregate amount pursuant to this clause (4), including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of $300.0 million and 6 percent of Total Assets; (5) Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Indebtedness that was permitted by the Indenture to be Incurred under Section 4.08 4.03(a) or clauses (2), (3), (4), (5), (10), (11) or (18) of this Section 4.03(b); (6) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor; and (B) any event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.03; (8) Hedging Obligations that are not Incurred for speculative purposes; (9) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price, earn out or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the acquisition or disposition of any business or assets, including the Capital Stock of a Restricted Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business or assets, including the Capital Stock, for the purpose of financing or in contemplation of any such acquisition; (10) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was merged with or into or acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a subsidiary of or was otherwise acquired by the Company); provided, however, that, (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurring of such Indebtedness, pursuant to this clause (10) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (11) Indebtedness of the Company or a Restricted Subsidiary in an amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (11), not to exceed $50.0 million Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company whether by means of the acquisition of assets or the Capital Stock of such entity or by merger; provided, however, that (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (11) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; (13) Indebtedness of the Company or any Restricted Subsidiary (i) supported by a letter of credit or bank guarantee issued pursuant to Indebtedness under Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or (ii) in respect of cash management services in the ordinary course of business or consistent with past practice or industry norm; (14) Indebtedness constituting reimbursement obligations with respect to letters of credit or bankers’ acceptances issued in the ordinary course of business, and obligations in respect of performance, surety or appeal bonds, workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; (15) Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes as described in Sections 8.01 and 8.02; (16) (x) Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any other Subsidiary of the Company or their assets (other than a Receivables Entity and its assets and, as to the Company or any Restricted Subsidiary of the Company, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by any such Person and (y) Indebtedness in respect of any Permitted Factoring Transaction; (17) Indebtedness of Foreign Subsidiaries of the Company in an aggregate principal amount not to exceed the greater of $600.0 million and 15.0 percent of Total Foreign Assets at any one time outstanding (it being understood that any Indebtedness incurred pursuant to this clause (17) shall not cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (17)); (18) additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any one time outstanding, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (18), not to exceed the greater of $550.0 million and 7.5 percent of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (18)); (19) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Company or any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (19), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (19), does not exceed at any time outstanding the greater of $200.0 million and 3.0 percent of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (19)); (20) Guarantees of Indebtedness of suppliers, licensees, franchisees or customers in the ordinary course of business, in an aggregate amount at any time outstanding under this clause (20) not to exceed the greater of $150.0 million and 2.0% of Total Assets; or (21) Indebtedness consisting of (i) the financing of insurance premiums in the ordinary course of business, (ii) take-or-pay obligations contained in supply arrangements in the ordinary course of business or (iii) obligations under deferred compensation to employees in the ordinary course of business. (c) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt); provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a result different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of fluctuations in the exchange rates of currencies. such refinancing. (d) For purposes of determining compliance with this Section 4.084.03: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of any proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Section 4.03(b)(1) through (19) of the definition of “Permitted Indebtedness” 21), or is entitled to be incurred Incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company shallwill be permitted to divide, in its sole discretionclassify, classify and may later reclassify, such item of Indebtedness or a part thereof in any manner that complies with this Section 4.08 4.03 and such item of Indebtedness will be treated as having been Incurred pursuant to one or more such clauses of Section 4.03(b) or pursuant to Section 4.03(a); (provided 2) at the time of Incurrence, the Company will be entitled to divide and classify, and later reclassify, an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.03(a) and Section 4.03(b)(1) through (21) without giving pro forma effect to the Indebtedness Incurred on such date of Incurrence pursuant to Section 4.03(b)(1) through (21) (or any portion thereof) when calculating the amount of Indebtedness that may be Incurred pursuant to Section 4.03(a); and (3) in connection with the Incurrence of (x) revolving loan Indebtedness under this covenant or (y) any commitment relating to the Incurrence of Indebtedness under this covenant and the granting of any Lien to secure such Indebtedness, the Company or applicable Restricted Subsidiary may designate such Incurrence and the granting of any Lien thereof as having occurred on the date of first Incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related subsequent actual Incurrence and granting of such Lien therefor will be deemed for all outstanding purposes under the Indenture to have been Incurred and granted on such Deemed Date, including, without limitation, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, usage of any baskets hereunder (if applicable), the Secured Indebtedness Leverage Ratio, the Total Leverage Ratio and Consolidated EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed Incurrence, the granting of any Lien therefor and related transactions in connection therewith). Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall will be deemed to have been incurred pursuant Incurred on such date in reliance on the exception provided by Section 4.03(b)(1). (e) Neither the Company nor any Subsidiary Guarantor shall Incur or suffer to clause (3) exist any Indebtedness that is subordinated in right of payment to any other Indebtedness of the definition Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is at least equally subordinated in right of “Permitted Indebtedness”) payment to the Notes and may later reclassify such item into any one or more Note Guarantee. For purposes of this Section 4.03(e), no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the categories Company or any Subsidiary Guarantor, as applicable, solely by reason of Permitted Indebtedness described any Liens or Guarantees arising or created in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness: (a) the Company, the Company or any Guarantor, any Finance Subsidiary Guarantor that is a Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would be greater than 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded1.0; and (b) any Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, (i) the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than 2.0 to 1.0; and (ii) if the agreements governing such Indebtedness contain an encumbrance or restriction on the ability of the applicable Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) to pay dividends or make distributions on or in respect of its Capital Stock, the event Combined Fixed Charge Coverage Ratio of the Restricted Subsidiaries that an item are not Guarantors would be greater than 2.25 to 1.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio ExceptionIndebtedness (including, the Company shallwithout limitation, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (32) of the definition of “Permitted Indebtedness”) ). The Company and may later reclassify such item into the Guarantors will not incur or suffer to exist any one or more Indebtedness that is subordinated in right of payment to any other Indebtedness of the categories Company or the Guarantors unless such Indebtedness is at least equally subordinated in right of Permitted Indebtedness described in clauses (3) through (19) of payment to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Securities and any Subsidiary Guarantee.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectlyexcluding Additional Notes, in and Indebtedness consisting of the Other Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 (1.0; provided that, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be Incurred by Restricted Subsidiaries that are not Note Guarantors under this Section 3.9(a) (after giving pro forma effect to be by the Incurrence thereof and the application of the proceeds therefrom), shall not exceed the greater of (i) 10% of Consolidated Tangible Assets and (ii) U.S.$1.5 billion, at any one time outstanding. (b) Notwithstanding clause (a) above, the Issuer and/or any of its terms Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (or “Permitted Indebtedness”): (i) Indebtedness consisting of the Notes, excluding Additional Notes; (ii) Guarantees by the terms Issuer and/or any Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless Issuer or any Restricted Subsidiary permitted under this Indenture; provided, that if any such Indebtedness Guarantee is also by its terms (or by of Subordinated Indebtedness, then the terms obligations of any agreement governing such Indebtedness) subordinated to the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500.0 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D) above, upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred the Company and is continuing any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if: (i) at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of proceeds therefrom, the Consolidated Fixed Charge Coverage Total Indebtedness to Consolidated EBITDA Ratio of the Company is less than or equal to 3.75:1; (ii) at least 2.0 the time of and immediately after giving pro forma effect to 1.0 the Incurrence thereof and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing; (the “Coverage Ratio Exception”). The Company will notiii) other than Capitalized Lease Obligations or Attributable Indebtedness in respect of a Sale and Leaseback Transaction, directly such Indebtedness is Senior Subordinated Indebtedness or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Subordinated Indebtedness of the Company unless and its Restricted Subsidiaries, as applicable; (iv) the Indebtedness does not require scheduled or other payments of principal prior to the Maturity Date; and (v) the Indebtedness has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Second Lien Notes as of the date of such Incurrence. (b) Notwithstanding Section 3.4(a), the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness is also by its terms (“Permitted Indebtedness”): (i) Indebtedness Incurred in connection with the Restructuring; (ii) Permitted Refinancing Indebtedness; (iii) Purchase Money Indebtedness, Capitalized Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions not to exceed U.S.$120,000,000 in an aggregate principal amount at any time outstanding (or by the terms its equivalent in other currencies); (iv) Indebtedness in respect of Hedging Contracts; (v) Indebtedness not at any agreement governing such Indebtedness) subordinated time in excess of an aggregate amount equal to the Notes to the same extent and sum of (1) U.S.$15,000,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness respect of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be surety bonds provided by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant in the ordinary course of its business to this Section 4.08 shall secure rental payments in connection with the lease of any cell site, repeater, microwave and/or antennae tower structures or any space on such tower structures or any other lease of real property (including ground leases and the lease of buildings), (2) U.S.$20,000,000 in respect of surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of its business to secure their telecommunications concessions or bids for telecommunications concessions (and any payments due to Government Authorities thereunder), permits and similar governmental instruments with respect to concessions, payments under interconnection agreements with other telecommunication carriers and payments under other agreements with other telecommunications carriers, and (3) U.S.$10,000,000 in respect of performance bonds, bankers’ acceptances, letters of credit and surety bonds which constitute Indebtedness provided by the Company or any Restricted Subsidiary in the ordinary course of their business and which do not be deemed secure other Indebtedness; (vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two business days of Incurrence; (vii) Indebtedness owed to the Company or any of its Wholly-Owned Restricted Subsidiaries so long as such Indebtedness continues to be exceeded as owed to the Company or any Wholly-Owned Restricted Subsidiary; (viii) Guarantees by any Restricted Subsidiary of Indebtedness of the Company or any other Restricted Subsidiary permitted under this Indenture; provided, that if any such Guarantee is of Senior Subordinated Indebtedness or Subordinated Indebtedness, then the Note Guarantee of such Restricted Subsidiary shall be senior to such Restricted Subsidiary’s Guarantee of such Senior Subordinated Indebtedness or Subordinated Indebtedness; (ix) Indebtedness arising out of a result Qualified Securitization Transaction; and (x) Subordinated Indebtedness of fluctuations the Company or any of its Restricted Subsidiaries incurred on or after the Issue Date not otherwise permitted in the exchange rates of an aggregate principal amount at any time outstanding not to exceed U.S.$20,000,000 (or its equivalent in other currencies. ). (c) For purposes of determining compliance with this Section 4.08: (a) with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.4, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be counted only once and any obligation arising under any guaranteeequal to the amount of the liability in respect thereof determined in accordance with Mexican GAAP. The accrual of interest, Lienthe accretion or amortization of original issue discount, letter the payment of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) regularly scheduled interest in the event that an item form of additional Indebtedness meets the criteria of more than one of the categories same instrument or the payment of Permitted Indebtedness described regularly scheduled dividends on Disqualified Capital Stock in clauses (3) through (19) the form of additional Disqualified Capital Stock with the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date same terms shall not be deemed to have been incurred pursuant to clause (3) be an Incurrence of the definition Indebtedness for purposes of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)this Section 3.4.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and any of its Restricted Subsidiaries that is, or any Subsidiary upon such incurrence becomes, a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not, and Restricted Subsidiaries which are or will not Guarantors become, upon such incurrence, a Guarantor may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will shall not, and shall not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the CompanyCompany or such Guarantor, as the case may be. No Subsidiary Guarantor willFor purposes of the foregoing, directly or indirectly, in any event incur any no Indebtedness that purports will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result Guarantor solely by virtue of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one being unsecured or by virtue of the categories fact that the holders of Permitted such Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” have entered into one or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any more intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Issuer and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectlyexcluding Additional Notes, in and Indebtedness consisting of the Other Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including Acquired Indebtedness)) if on the date of the incurrence of such Indebtedness the ratio of: (1) the aggregate principal amount (or accreted value, as the case may be) of Indebtedness of the Company and its Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtednesson a consolidated basis outstanding as of the Transaction Date (it being understood and agreed that any Indebtedness in respect of any unused revolving commitment (including any unused revolving commitment under the Credit Agreement) shall be deemed to be fully drawn and outstanding on the Transaction Date) to (2) the Pro Forma Consolidated Cash Flow of the Company for the four full consecutive fiscal quarters ended immediately preceding the Transaction Date, in each case ifcase, after giving effect determined on a pro forma basis as if any such Indebtedness had been incurred and the proceeds thereof had been applied at the beginning of such four consecutive fiscal quarters, would be greater than zero and less than 4.00 to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 1.00. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any of its Domestic Restricted Subsidiaries to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Domestic Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Obligations of the Company or such Domestic Restricted Subsidiary under (i) in the case of the Company, the Notes and this Indenture or (ii) in the case of such Domestic Restricted Subsidiary, its Guarantee and this Indenture, in each case, to the same extent and in the same manner as that such Indebtedness to be incurred is subordinated to such other Indebtedness; provided, however, for the avoidance of doubt, that no Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports will be deemed to be by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also the Company solely by its terms (virtue of being unsecured or by the terms virtue of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as being secured on a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)junior Lien basis.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness)if, and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifon a pro forma basis, after giving effect to such incurrence and the incurrence thereofapplication of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated Fixed Charge EBITDA Coverage Ratio of the Company is would have been at least 2.0 2.25 to 1.0 1.0; or (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms Restricted Subsidiaries. (b) Notwithstanding the foregoing, if no Default or by Event of Default shall have occurred and be continuing at the terms time or as a consequence of any agreement governing the incurrence of such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any and its Restricted Subsidiary Subsidiaries may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currenciesPermitted Indebtedness. For purposes of determining compliance with this Section 4.084.09: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) as of the definition date of “Permitted Indebtedness” incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the Coverage Ratio Exceptiondate of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.08 4.09, and (provided that all outstanding Indebtedness under the Credit Agreement ii) for purposes of determining compliance with any dollar-denominated restriction on the Issue Date incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to have been be incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify by such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that Restricted Subsidiary at the time of reclassification it meets the criteria in such category or categories)becomes a Restricted Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness, including Acquired Indebtedness, or permit any Restricted Subsidiary that is not a Note Guarantor to Incur Preferred Stock, except that the Company and any Note Guarantor may Incur Indebtedness, including Acquired Indebtedness other than Permitted Indebtedness; providedif, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, no Default or Event of Default shall have occurred and be continuing and the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding Section 3.9(a), the “Coverage Ratio Exception”)Company and its Restricted Subsidiaries may Incur Permitted Indebtedness as provided in the definition thereof. (c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. The Company will notAccrual of interest, directly the accretion or indirectlyamortization of original issue discount, the payment of regularly scheduled interest in any event incur any Indebtedness that purports to be by its terms (or by the terms form of any agreement governing such Indebtedness) subordinated to any other additional Indebtedness of the Company unless such Indebtedness is also by its terms (same instrument or by the terms payment of any agreement governing such Indebtedness) subordinated to regularly scheduled dividends on Disqualified Capital Stock or Preferred Stock in the Notes to form of additional Disqualified Capital Stock or Preferred Stock with the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall will not be deemed to be exceeded as a result an Incurrence of fluctuations in the exchange rates of currencies. For Indebtedness or Preferred Stock for purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)covenant.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and IRSA PC will not permit Incur any of its Restricted Subsidiaries toIndebtedness, directly or indirectlyincluding Acquired Indebtedness, incur any Indebtedness other than Permitted except that IRSA PC may Incur Indebtedness; provided, howeverincluding Acquired Indebtedness, that if no Default has occurred and is continuing if, at the time of or would occur as a consequence and immediately after giving pro forma effect to the Incurrence thereof and the application of the incurrence proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA PC is greater than 2.00 to 1, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence. (1) Notwithstanding clause (1) above, IRSA PC may Incur the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in respect of the Securities, including Additional Securities; (b) Guarantees of obligations permitted to be Incurred in accordance with this covenant; (c) Hedging Transactions entered into in the ordinary course of business and not for speculative purposes, including, without limitation, Hedging Transactions in respect of the Securities; (d) Indebtedness Incurred for the purpose of financing all or any part of the cost of constructing, acquiring or improving any asset used or useful in a Permitted Business of IRSA PC or a Subsidiary in an aggregate outstanding principal amount not to exceed 10% of total Consolidated Tangible Assets of IRSA PC, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; (e) Indebtedness between or among IRSA PC, on the one hand, and any of its Subsidiaries, on the other hand; (f) Indebtedness outstanding on the Issue Date; (g) Indebtedness in respect of any obligations under workers’ compensation claims, severance payment obligations, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds, letters of credit or completion or performance guarantees and factoring and other financing of payables or receivables or other similar obligations in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such IndebtednessIndebtedness is extinguished within five Business Days of its Incurrence; (i) Refinancing Indebtedness in respect of: (1) Indebtedness (other than Indebtedness owed to any Subsidiary of IRSA PC) Incurred pursuant to clause (1) of this Section 3.16 (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1)), or (2) Indebtedness Incurred pursuant to clauses (2)(a), (d), (f), (i) or (j) of this Section 3.16; (j) Acquired Indebtedness if the Company Consolidated Interest Coverage Ratio for IRSA PC’s most recently completed four fiscal quarters determined immediately after giving effect to such Incurrence and the related acquisition (including through a merger, consolidation or otherwise) is equal to or greater than the Consolidated Interest Coverage Ratio of IRSA PC determined immediately before giving effect to such Incurrence and the related acquisition; (k) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary Guarantor may incur for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness will at no time exceed the gross proceeds actually received by IRSA PC in connection with such disposition; (including Acquired Indebtedness), and Restricted Subsidiaries which l) Indebtedness to the extent the net proceeds thereof are not Guarantors may incur Acquired Indebtednesspromptly used to redeem the Securities in full or deposited to defease or discharge the Securities, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance accordance with this Section 4.08:Indenture; (am) the Deeply Subordinated Indebtedness; (n) Indebtedness represented by working capital Indebtedness in an aggregate outstanding principal amount not to exceed US$40,000,000 (or the equivalent thereof in another currency at the time of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregardeddetermination); and (bo) Additional Indebtedness in the event that an item aggregate outstanding principal amount not to exceed 15.0% of Indebtedness meets the criteria consolidated total assets of more than one IRSA PC, calculated as of the categories of Permitted Indebtedness described in clauses (3) through (19) end of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant most recent fiscal quarter ending prior to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify date of such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Incurrence.

Limitation on Incurrence of Additional Indebtedness. The Company (i) From and after the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); providedprovided that, howeverafter the Bridge Facility Maturity Date, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Borrower or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 5.02(c)), the Consolidated Fixed Charge Coverage Ratio of the Company is at least Borrower would have been greater than 2.0 to 1.0 (1.0; provided, further, that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries that are not Guarantors (or other than borrowings under a Bank Facility which is secured by the terms of Liens incurred pursuant to Section 5.02(g) (ii) (A)) shall not exceed $100,000,000 at any agreement governing such one time outstanding. (ii) Section 5.02 (c)(i) will not apply to (collectively, “Permitted Indebtedness”): (A) subordinated Indebtedness incurred pursuant to this Agreement; (B) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $2,000,000,000; (C) other Indebtedness of the Company unless such Borrower and its Restricted Subsidiaries outstanding on the Effective Date (other than Indebtedness is also by its terms under clauses (A), (B) or (R) of this Section 5.02(c)(ii)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (D) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company Borrower or any Restricted Subsidiary may incur pursuant of the Borrower covering Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to protect the Borrower and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of this Section 4.08 shall Agreement to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (E) Indebtedness under Currency Agreements; provided that, in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Borrower and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. fees, indemnities and compensation payable thereunder; (F) Indebtedness of a Restricted Subsidiary of the Borrower owing to and held by the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower for so long as such Indebtedness is held by the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement, in each case subject to no Lien held by a Person other than the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement; provided that, if as of any date any Person other than the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (F) by the issuer of such Indebtedness; (G) Indebtedness of the Borrower owing to and held by a Wholly Owned Restricted Subsidiary of the Borrower for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement, in each case subject to no Lien other than a Lien permitted under this Agreement; provided that, if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Borrower or the holder of a Lien permitted under this Agreement owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (G) by the Borrower; (H) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence; (I) Indebtedness of the Borrower or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (J) Indebtedness represented by Capitalized Lease Obligations, mortgage financings and Purchase Money Indebtedness of the Borrower and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 15.0% of Total Assets at any one time outstanding; (K) (x) Refinancing Indebtedness and (y) Take-Out Securities or other Indebtedness incurred by the Borrower or any Restricted Subsidiary for the purpose of Refinancing the Advances (or for the purpose of financing the Acquisition in lieu of the Advances); (L) Indebtedness of the Borrower or any Restricted Subsidiary consisting of “earnout” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (M) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (N) Indebtedness in respect of Sale and Leaseback Transactions in an aggregate amount not to exceed $350,000,000 at any one time outstanding; (O) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Borrower or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to this Section 5.02(c) (for purposes of this clause (O) only, treating the Bridge Facility Maturity Date as having occurred) or (B) the Consolidated Fixed Charge Coverage Ratio of the Borrower would be no less than the Consolidated Fixed Charge Coverage Ratio of the Borrower immediately prior to the date such Indebtedness is incurred; (P) additional Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed $350,000,000 at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness that may be incurred pursuant to this clause (P) by any Restricted Subsidiaries (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Section 5.02(g)(ii)(A)) that are not Guarantors shall not exceed $250,000,000 at any one time outstanding; (Q) Indebtedness represented by guarantees by the Borrower or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Agreement; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 5.01(i) to the extent applicable; and (R) Permitted Foreign Subsidiary Debt. (iii) For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee5.02(c), Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3A) through (19R) of the definition of “Permitted Indebtedness” Section 5.02(c)(ii) or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exceptionprovisions of Section 5.02(c)(i), the Company Borrower shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness Indebtedness, in whole or in part, in any manner that complies with this Section 4.08 (5.02(c); provided that all Indebtedness outstanding Indebtedness under the Existing Credit Agreement on up to the Issue Date maximum amount permitted under clause (B) of Section 5.02(c)(ii) shall be deemed to have been incurred pursuant to clause (3B) of Section 5.02(c)(ii). Accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the definition payment of “Permitted interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock of a Restricted Subsidiary or Disqualified Capital Stock, as applicable, for purposes of this Section 5.02(c). (iv) In addition, the Borrower will not, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness”) is expressly subordinated in right of payment to any other Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Advances or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Guarantor, as the case may later reclassify be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Borrower or any Guarantor solely by virtue of such item Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories other holders in the collateral held by them. (v) For purposes of Permitted determining compliance with any Dollar-denominated restrictions on the incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness described denominated in clauses (3) through (19) a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the definition case of “Permitted Indebtedness” (revolving credit debt; provided that that, if such Indebtedness is Refinancing Indebtedness incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the time relevant currency exchange rate in effect on the date of reclassification it meets such refinancing, such restriction shall be deemed not to have been exceeded so long as the criteria principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this Section 5.02(c), the maximum amount of Indebtedness that may be incurred pursuant to this Section 5.02(c) will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in such category or categories)the exchange rates of currencies.

Limitation on Incurrence of Additional Indebtedness. The For so long as any Notes are outstanding, the Company will not, and nor will not it permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Redeemable Equity in the form of additional shares of the same class of Redeemable Equity will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or, in the case of revolving indebtedness, on the date such Indebtedness was first committed); provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of any agreement governing such Indebtedness) subordinated refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Notes to principal amount of such refinancing Indebtedness does not exceed the same extent and in the same manner as principal amount of such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantorbeing refinanced. Notwithstanding any other provision in of this Section 4.08covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of its Subsidiaries may incur pursuant to this Section 4.08 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)currency values.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 (1.0; provided that, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be Incurred by Restricted Subsidiaries that are not Note Guarantors under this Section 3.9(a) (after giving pro forma effect to be by the Incurrence thereof and the application of the proceeds therefrom), shall not exceed the greater of (i) 10% of Consolidated Tangible Assets and (ii) U.S.$1.5 billion, at any one time outstanding. (b) Notwithstanding clause (a) above, the Issuer and/or any of its terms Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (or “Permitted Indebtedness”): (i) Indebtedness consisting of the Notes, excluding Additional Notes; (ii) Guarantees by the terms Issuer and/or any Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless Issuer or any Restricted Subsidiary permitted under this Indenture; provided, that if any such Indebtedness Guarantee is also by its terms (or by of Subordinated Indebtedness, then the terms obligations of any agreement governing such Indebtedness) subordinated to the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500.0 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company may incur Indebtedness (including, without limitation, Acquired Indebtedness), if no Default has occurred and is continuing at on the time of or would occur as a consequence date of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least (i) greater than 2.0 to 1.0 if such Indebtedness is incurred on or before January 15, 2004 or (the “Coverage Ratio Exception”). ii) greater than 2.25 to 1.0 if such Indebtedness is incurred after January 15, 2004. (b) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will. (c) Notwithstanding clause (a) of this Section 1007, the Company will not permit any Domestic Insignificant Subsidiary, directly or indirectly, in any event to incur any Indebtedness that purports other than Indebtedness permitted to be incurred by its terms such Domestic Insignificant Subsidiary under clauses (or by 2), (4), (7), (9), (10), (16) and (18) (provided that in the terms case of clause (18) the Indebtedness being Refinanced is the Indebtedness of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19Domestic Insignificant Subsidiary) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event not incur any Indebtedness that purports to be if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company Company, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; providedcreate, howeverincur, that if no Default has occurred and is continuing at the time issue, assume, enter into a guarantee of or would occur as a consequence of the incurrence of otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any such Indebtedness, and the Company shall not permit any of its Subsidiaries to issue any preferred stock or preferred interests. Notwithstanding anything to the contrary herein, the foregoing covenant will not prohibit the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired its Subsidiaries from incurring Permitted Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.10, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, will be permitted to classify all or a portion of such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness (based on circumstances existing on the date of reclassification), in any manner that complies with this Section 4.08 covenant. (provided that all outstanding b) The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the amortization of debt discount, the payment of interest on any Indebtedness under in the Credit Agreement form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, the reclassification of operating leases as Capital Leases due to a change in accounting principles and the payment of dividends on Redeemable Equity or preferred stock or preferred interests in the form of additional shares of the same class of Redeemable Equity will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Issue Date incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or, in the case of revolving Indebtedness, on the date such Indebtedness was first committed); provided, that if any such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been incurred exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any of its Subsidiaries may incur pursuant to clause this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. (3c) The amount of any Indebtedness outstanding as of any date will be: (i) [reserved]; (ii) the amount of Redeemable Equity or preferred stock or preferred interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company or its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Equity or preferred stock or preferred interests, exclusive of accrued dividends; (iii) the principal amount of the definition Indebtedness, in the case of “Permitted any other Indebtedness”; and (iv) and may later reclassify such item into any one or more in respect of Indebtedness of another Person secured by a Lien on the assets of the categories specified Person, the lesser of: (A) the Fair Market Value of Permitted Indebtedness described in clauses such assets at the date of determination; and (3B) through (19) the amount of the definition Indebtedness of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)other Person.

Limitation on Incurrence of Additional Indebtedness. The Company Lessee will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Tranche A Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor Lessee and its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Lessee is at least 2.0 greater than 2.25 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies1.0. For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bi) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionpermitted by this covenant, the Company shall, Lessee in its sole discretion, discretion will classify such item of Indebtedness and will only be required to include the amount and type of each class of Indebtedness in the test specified in the first paragraph of this covenant or in one of the clauses of the definition of the term "Permitted Indebtedness", (ii) the amount of Indebtedness (other than Indebtedness consisting of an Operating Lease Facility) issued at a price which is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP, (iii) Indebtedness incurred in connection with, or in contemplation of, any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under transaction described in the Credit Agreement on definition of the Issue Date term "Acquired Indebtedness" shall be deemed to have been incurred pursuant to clause by Lessee or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (3or is merged into Lessee or such a Restricted Subsidiary) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria acquisition of assets, as the case may be, (iv) the maximum amount of Indebtedness that Lessee and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in such category the exchange rates of currencies, and (v) guarantees or categories)Liens supporting Indebtedness permitted to be incurred under this covenant may be issued or granted if otherwise issued or granted in accordance with the terms of this Section 9.2.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”), any Indebtedness other than (including Acquired Indebtedness but excluding Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to ) if on the date of the incurrence thereof, of such Indebtedness the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 1.0. (b) Indebtedness of a Person which is secured by a Lien on an asset acquired by the “Coverage Ratio Exception”). Company or a Subsidiary of the Company (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time of the Asset Acquisition. (c) The Company will not, directly or indirectly, in any event shall not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes Securities, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms . (or by the terms of any agreement governing such Indebtednessd) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with the limitations in this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.04, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exceptionparagraph (a) of this Section 4.04, the Company shall, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.08 (provided that all outstanding covenant, and later reclassify any such item of Indebtedness under the Credit Agreement from time to time, so long as such item could have been so classified on the Issue Date shall be deemed to have been incurred pursuant to clause (3) date of the definition of “Permitted Indebtedness”) and may later reclassify such item into its incurrence or at any one or more of the categories of Permitted Indebtedness described time thereafter in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided a manner that at the time of reclassification it meets the criteria in such category or categories)complies with this Section 4.04.

Limitation on Incurrence of Additional Indebtedness. The Company (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such IndebtednessHoldings, the Company either Issuer or any Restricted Subsidiary of Holdings that is or, upon such incurrence, becomes a Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of Holdings that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Subsidiary Guarantor may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company Holdings is at least 2.0 greater than 2.00 to 1.0 if such Indebtedness is incurred on or prior to May 23, 2005 or 2.25 to 1.0 if such Indebtedness is incurred thereafter. For purposes of determining compliance with this covenant, (i) Acquired Indebtedness shall be deemed to have been incurred by Holdings or one of its Restricted Subsidiaries, as the “Coverage Ratio Exception”). The Company case may be, at the time an acquired Person becomes such a Restricted Subsidiary (or is merged into Holdings or such a Restricted Subsidiary) or at the time of the acquisition of assets, as the case may be and (ii) the maximum amount of Indebtedness that Holdings and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies. (b) Holdings will not, and will not permit either Issuer or any Subsidiary Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of Holdings or such Issuer or Subsidiary Guarantor, as the Company case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly Holdings or indirectly, in any event incur any Indebtedness that purports to be by its terms (such Issuer or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at . Notwithstanding the time of or would occur as a consequence of the incurrence of any such Indebtednessforegoing, the Company will not permit PCA Finance to incur any Indebtedness other than the Notes and guarantees or any Subsidiary Guarantor may incur co-issuances of Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 permitted under this Indenture. (the “Coverage Ratio Exception”). b) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by on the terms of any agreement governing such Indebtedness) contractually subordinated in right of payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. . (c) No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated in right of payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by on the terms of any agreement governing such Indebtedness) contractually subordinated in right of payment to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. . (d) Notwithstanding any other provision in this Section 4.084.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 4.08 4.09 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in , so long as the obligor is permitted to incur such obligation. In the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (1915) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 4.09 (provided provided, that all Indebtedness outstanding Indebtedness under the Credit Agreement and the Letters of Credit Facility on the Issue Date shall be deemed to have been incurred pursuant to clause (3) and clause (10), respectively, of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (1915) of the definition of “Permitted Indebtedness” Indebtedness (provided provided, that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 1.75:1; but no Restricted Subsidiary may incur Indebtedness which is not --- Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 2.75:1; provided, however, that if the Indebtedness which is the -------- ------- subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company's or such Restricted Subsidiary's Con- solidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the -------- ------- Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company's or such Restricted Subsidiary's Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.08), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries (or other than Securitization Subsidiaries) that are not Guarantors (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to clause (a) of Section 4.12 hereof) shall not exceed $100.0 million at any one time outstanding. (b) Section 4.08(a) will not apply to (collectively, “Permitted Indebtedness”): (1) Indebtedness under the terms of Notes (other than any agreement governing such IndebtednessAdditional Notes) subordinated issued on the Issue Date; (2) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $400.0 million; (3) other Indebtedness of the Company unless such and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness is also by its terms under clauses (1), (2) or (18) of this Section 4.08(b)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (4) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of this Section 4.08 shall Indenture to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. fees, indemnities and compensation payable thereunder; (6) Indebtedness of a Restricted Subsidiary of the Company owing to and held by the Company or a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case, subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; (7) Indebtedness of the Company owing to and held by a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case, subject to no Lien other than a Lien permitted under this Indenture; provided that if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7) by the Company; \ (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence; (9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (10) Indebtedness represented by Capitalized Lease Obligations, Finance Lease Obligations, mortgage financings and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 15.0% of Total Assets at any one time outstanding; (11) Refinancing Indebtedness; (12) Indebtedness of the Company or any Restricted Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (13) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (14) Indebtedness in respect of Sale and Leaseback Transactions in an aggregate amount not to exceed $150.0 million at any one time outstanding; (15) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Company or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.08(a), or (B) the Consolidated Fixed Charge Coverage Ratio of the Company would be no less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the date such Indebtedness is incurred; (16) Additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed $250.0 million at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness that may be incurred pursuant to this clause (16) by any Restricted Subsidiaries (other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Clause (a) of Section 4.12 hereof) that are not Guarantors shall not exceed $175.0 million at any one time outstanding; (17) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.16 hereof to the extent applicable; (18) Permitted Foreign Subsidiary Debt; and (19) Indebtedness in respect of any Qualified Securitization Financing. (c) For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (31) through (19) of the definition of “Permitted Indebtedness” Section 4.08(b) or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exceptionprovisions of this Section 4.08, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness Indebtedness, in whole or in part, in any manner that complies with this Section 4.08 (covenant; provided that all Indebtedness outstanding Indebtedness under the Credit Agreement on Bank Facility up to the Issue Date maximum amount permitted under clause (2) of Section 4.08(b) shall be deemed to have been incurred pursuant to clause (32) of Section 4.08(b) . Accrual of interest, whether payable in cash or in kind, accretion or amortization of original issue discount, imputed interest, the definition payment of “Permitted interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock of a Restricted Subsidiary or Disqualified Capital Stock, as applicable, for purposes of this Section 4.08. (d) In addition, the Company will not, and will not permit any Restricted Subsidiary that becomes a Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness”) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may later reclassify be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such item Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into any one or more intercreditor agreements giving one or more of such holders priority over the categories other holders in the collateral held by them. (e) For purposes of Permitted determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness described denominated in clauses (3) through (19) a foreign currency shall be calculated by the Company based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the definition case of “Permitted Indebtedness” (revolving credit debt; provided that if such Indebtedness is Refinancing Indebtedness incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the time relevant currency exchange rate in effect on the date of reclassification it meets such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the criteria principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in such category or categories)the exchange rates of currencies.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur Subsidiary to Incur any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence Incurrence of any such Indebtedness, the Company Company, the Issuer or any Subsidiary Guarantor may incur Incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the Incurrence of such Indebtedness, in each case if, after giving effect to the incurrence Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is would be at least 2.0 to 1.0 1.0. (b) Nothing contained in Section 4.03(a) shall prohibit the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms Incurrence of any agreement governing such of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) subordinated Indebtedness Incurred pursuant to a Credit Facility in an aggregate principal amount at any other Indebtedness time outstanding not to exceed the greater of: (A) $1,250.0 million (reduced by any required permanent repayments with the proceeds of Asset Sales (which are accompanied by a corresponding permanent commitment reduction) thereunder); (B) the sum of (A) 80 percent of the net book value of the accounts receivable of the Company unless such Indebtedness is also by its terms and the Restricted Subsidiaries and (or by the terms of any agreement governing such IndebtednessB) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness 60 percent of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms net book value of the inventory of the Company and the Restricted Subsidiaries; and (or by the terms of any agreement governing such IndebtednessC) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum an amount of Indebtedness that such that, on a pro forma basis after giving effect to the Incurrence of such Indebtedness, the Secured Indebtedness Leverage Ratio (with all Indebtedness Incurred under this clause (1) deemed to be secured for this purpose) would not exceed 1.5 to 1.00. (2) Indebtedness of the Company or any Restricted Subsidiary may incur outstanding on the Issue Date (other than Indebtedness referenced in clauses (1), (3) and (6) of this Section 4.03(b)); (3) Indebtedness represented by the Notes and the related Note Guarantees (other than Additional Notes); (4) Indebtedness represented by (i) any Sale and Leaseback Transaction or (ii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case in this subclause (ii), Incurred for the purpose of financing all or any part of the purchase price or cost of construction, improvement, repair or replacement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) used in the business of the Company, the Issuer or such Subsidiary Guarantor (including any reasonably related fees, expenses, taxes or other transaction costs Incurred in connection with such acquisition, construction or improvement), in an aggregate amount pursuant to this clause (4), including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of $300.0 million and 6.0 percent of Total Assets; (5) Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Indebtedness that was permitted by this Indenture to be Incurred under Section 4.08 4.03(a) or clauses (2), (3), (4), (5), (10), (11) or (18) of this Section 4.03(b); (6) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (A) if the Company, the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of the Company or a Subsidiary Guarantor; and (B) any event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.03; (8) Hedging Obligations that are not Incurred for speculative purposes; (9) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price, earn out or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the acquisition or disposition of any business or assets, including the Capital Stock of a Restricted Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business or assets, including the Capital Stock, for the purpose of financing or in contemplation of any such acquisition; (10) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was merged with or into or acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a subsidiary of or was otherwise acquired by the Company); provided, however, that, (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurring of such Indebtedness, pursuant to this clause (10) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (11) Indebtedness of the Company or a Restricted Subsidiary in an amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (11), not to exceed $50.0 million Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company whether by means of the acquisition of assets or the Capital Stock of such entity or by merger; provided, however, that (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (11) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; (13) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Indebtedness under Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (14) Indebtedness constituting reimbursement obligations with respect to letters of credit or bankers’ acceptances issued in the ordinary course of business, including letters of credit in respect of performance, surety or appeal bonds, workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; (15) Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes as described in Sections 8.01 and 8.02; (16) Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any other Subsidiary of the Company or their assets (other than a Receivables Entity and its assets and, as to the Company or any Restricted Subsidiary of the Company, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by any such Person; (17) Indebtedness of Foreign Subsidiaries of the Company in an aggregate principal amount not to exceed the greater of $500.0 million and 15.0 percent of Total Foreign Assets at any one time outstanding (it being understood that any Indebtedness incurred pursuant to this clause (17) shall not cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (17)); (18) additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any one time outstanding, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (18), not to exceed the greater of $450.0 million and 7.5 percent of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (18)); (19) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Company or any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (19), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (19), does not exceed at any time outstanding the greater of $200.0 million and 3.0 percent of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (19)); (20) Guarantees of Indebtedness of suppliers, licensees, franchisees or customers in the ordinary course of business, in an aggregate amount at any time outstanding under this clause (20) not to exceed $100.0 million; or (21) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business. (c) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt); provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a result different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of fluctuations in the exchange rates of currencies. such refinancing. (d) For purposes of determining compliance with this Section 4.084.03: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of any proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Section 4.03(b)(1) through (19) of the definition of “Permitted Indebtedness” 21), or is entitled to be incurred Incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company shallwill be permitted to divide, in its sole discretionclassify, classify and may later reclassify, such item of Indebtedness or a part thereof in any manner that complies with this Section 4.08 4.03 and such item of Indebtedness will be treated as having been Incurred pursuant to one or more such clauses of Section 4.03(b) or pursuant to Section 4.03(a); and (provided 2) at the time of Incurrence, the Company will be entitled to divide and classify, and later reclassify, an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.03(a) and Section 4.03(b)(1) through (21) without giving pro forma effect to the Indebtedness Incurred on such date of Incurrence pursuant to Section 4.03(b)(1) through (21) (or any portion thereof) when calculating the amount of Indebtedness that all outstanding may be Incurred pursuant to Section 4.03(a). Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall will be deemed to have been incurred pursuant Incurred on such date in reliance on the exception provided by Section 4.03(b)(1). (e) Neither the Company, the Issuer nor any Subsidiary Guarantor shall Incur or suffer to clause (3) exist any Indebtedness that is subordinated in right of payment to any other Indebtedness of the definition Company, the Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is at least equally subordinated in right of “Permitted Indebtedness”) payment to the Notes and may later reclassify such item any Note Guarantee. For purposes of this Section 4.03(e), no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company, the Issuer or any Subsidiary Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into any intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.25 to 1.0 (1.0. No Indebtedness incurred pursuant to the “Coverage Ratio Exception”)next preceding sentence shall be included in calculating any limitation set forth in the definition of Permitted Indebtedness. The Upon the repayment of Indebtedness which may have been incurred pursuant to more than one provision of this Indenture, the Company will not, directly or indirectlymay, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless sole discretion, designate which provision such Indebtedness is also by its terms (or by the terms shall have been incurred under. For purposes of determining any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum particular amount of Indebtedness that under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. 66 -58- Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (bis assumed by the acquiring Person) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of at the definition of “Permitted Indebtedness”) and may later reclassify such item into any one time the Person becomes a Restricted Subsidiary or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)asset acquisition, as the case may be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), ) that is subordinated to and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifmatures at least 91 days after the Notes if on the date of the incurrence of such Indebtedness the Consolidated Fixed Charge Coverage Ratio of the Company will be, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.50 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any of its Domestic Restricted Subsidiaries to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Domestic Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Obligations of the Company or such Domestic Restricted Subsidiary under (i) in the case of the Company, the Notes and the Indenture or (ii) in the case of such Domestic Restricted Subsidiary, its Guarantee and the Indenture, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to such subordination provisions that are most favorable to the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any such Domestic Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness not to exceed U.S.$703,861,000 in respect of the Dollar Notes, directly or indirectlyexcluding Additional Notes; (ii) Indebtedness not to exceed €179,219,000 in respect of the Euro Notes, in excluding Additional Notes; (iii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided that, if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iv) Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (vi), (vii), (viii) or (xi) of this definition of Permitted Indebtedness); (v) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (vi) intercompany Indebtedness between the Company and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided that, in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (vi) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avii) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided that, such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bviii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (ix) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii), (iii) of the definition of “Permitted Indebtedness”or (iv) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesix).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectly, in excluding Additional Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent Guarantee of such Subordinated Indebtedness; (iii) Indebtedness of the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries; provided, that in the same manner as event that at any time any such Indebtedness is subordinated ceases to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that be held by the Company or any a Restricted Subsidiary may incur pursuant to this Section 4.08 Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) of the definition of “Permitted Indebtedness”or (iii) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesviii).;

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, howeverhow- ever, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is, or, upon such incurrence becomes, a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.00 to 1.0 1.00. (b) Notwithstanding the “Coverage Ratio Exception”). The preceding paragraph above, the Company and the Guarantors will not, directly or indirectly, in any event not incur any Indebtedness that purports to be if such Indebtedness is by its terms (subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company and the Guarantors, unless such Indebtedness is also by its terms (made subordinate or by the terms junior in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by Company and the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Guarantors.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for, or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness other than Permitted (including any Acquired Indebtedness; provided). Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this Section 4.11, howevernor the accretion of original issue discount, that if no Default has occurred and is continuing at nor the time of or would occur as a consequence mere extension of the incurrence maturity of any such Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, the Company or and any Subsidiary Guarantor may incur Incur Indebtedness (including Acquired Indebtedness), ) and any Restricted Subsidiaries which are not Guarantors Subsidiary may incur Incur Acquired Indebtedness, in each case ifIndebtedness if the Company's Annual Operating Cash Flow Ratio, after giving effect to the incurrence thereofIncurrence of such Indebtedness and the application of the proceeds therefrom, would have been less than 8.25 to 1.0 at any time prior to December 31, 2000 and 7.5 to 1.0 thereafter. In addition, the Consolidated Fixed Charge Coverage Ratio foregoing limitations will not apply to the Incurrence of the Company is following: (i) Indebtedness of the Company, any Guarantor or Centennial de Puerto Rico under the Credit Facility in an aggregate principal amount at least 2.0 any one time outstanding not to 1.0 exceed $1.05 billion, reduced by permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14; provided, that the aggregate principal amount of Indebtedness of Centennial de Puerto Rico pursuant to this clause (i) shall not exceed 25% of the “Coverage Ratio Exception”principal amount which may be borrowed pursuant to this clause (i). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms ; (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtednessa) subordinated pursuant to the Notes to Securities or (b) existing on the same extent Issue Date (other than under the Credit Facility); (iii) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the same manner as such Indebtedness is subordinated to such other case of Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectlysuch obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities; provided, in any event incur further, that with respect to any Indebtedness that purports to be by its terms (or by the terms in excess of $250,000, any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms made pursuant to an intercompany note in the form attached to this Indenture as Exhibit F; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an Incurrence of such Indebtedness by the terms of obligor not permitted by this clause (iii), and (b) any agreement governing such Indebtedness) subordinated transaction pursuant to the Note Guarantee of such Subsidiary Guarantor which any Restricted Subsidiary, which has Indebtedness owing to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item Incurrence of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or by such Restricted Subsidiary that is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with not permitted by this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesiii).;

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company’s Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company’s or such Restricted Subsidiary’s Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company’s or such Restricted Subsidiary’s Consolidated EBITDA in making the determinations described above and (b) no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if) if on the date of the incurrence of such Indebtedness the Consolidated Fixed Charge Coverage Ratio of the Company will be, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.5 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, and will not permit any of its Domestic Restricted Subsidiaries to, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Domestic Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Obligations of the Company or such Domestic Restricted Subsidiary under (i) in the case of the Company, the Notes and this Indenture or (ii) in the case of such Domestic Restricted Subsidiary, its Guarantee and this Indenture, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to such subordination provisions that are most favorable to the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any such Domestic Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any Restricted Subsidiary of the Company to, directly or indirectly incur any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing limitations, the Company and its Restricted Subsidiaries may incur Indebtedness if (i) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Company’s Consolidated Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four full fiscal quarters of the Company for which financial information is available at the date of determination) is at least equal to 2:00:1; but no Restricted Subsidiary may incur Indebtedness which is not Permitted Indebtedness unless its Consolidated Fixed Charge Coverage Ratio is at least equal to 3:00:1; provided, however, that if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the four quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or such Restricted Subsidiary and the inclusion in the Company’s or such Restricted Subsidiary’s Consolidated EBITDA of the Consolidated EBITDA of the acquired Person, business, property or assets; and provided, further, that in the event that the Consolidated EBITDA of the acquired Person, business, property or assets reflects an operating loss, no amounts shall be deducted from the Company’s or such Restricted Subsidiary’s Consolidated EBITDA in making the determinations described above and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, indirectly incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has occurred and is continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Notes Securities, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willCompany or such Restricted Subsidiary, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms as the case may be. (or by the terms c) For purposes of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.084.06, the maximum amount phrase “subordinate in right of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured indebtedness shall not be deemed to be exceeded as a result subordinate in right of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one payment to secured indebtedness merely by virtue of the categories of Permitted Indebtedness described in clauses fact that it is unsecured and (3ii) through (19) junior liens, second liens and other contractual arrangements that provide for priorities among holders of the definition same or different issues of “Permitted Indebtedness” indebtedness with respect to any collateral or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, proceeds of collateral shall not constitute subordination in its sole discretion, classify such item right of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)payment.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or otherwise become responsible for, incur contingently or otherwise, the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (other than Permitted Indebtedness); provided, however, that provided if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or any Restricted Subsidiary Guarantor (other than 2degrees and any of its Subsidiaries) may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence and the application of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of the Company is at least 2.0 and its Restricted Subsidiaries would be less than 4.0 to 1.0 1.0. In addition, unless after giving pro forma effect to any such incurrence, the Senior Secured Leverage Ratio of the Company and the Guarantors would be equal to or less than 3.0 to 1.0, any Indebtedness incurred pursuant to the foregoing paragraph of this Section 4.06(a) shall be incurred only (i) by the “Coverage Ratio Exception”). The Company will without any guarantee from any Guarantor, (ii) by the Company with a subordinated guarantee from any Guarantor or (iii) on a subordinated basis by any Guarantor. (b) This Indenture shall not, directly or indirectlyhowever, in any event incur any prohibit the following (collectively, “Permitted Indebtedness”): (1) Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other than Indebtedness of the Company unless such Indebtedness is also by its terms or any Guarantor) due and owing to governmental entities or regulatory authorities in connection with telecommunications licenses (or by the terms of similar permits, consents or approvals) or any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such renewal thereof, or Indebtedness is subordinated to such (other than Indebtedness of the Company. No Subsidiary Guarantor willCompany or any Guarantor) incurred to finance the payment of deposits for telecommunications licenses (or similar permits, directly consents or indirectlyapprovals) or any renewal thereof, to any governmental or regulatory authority related to a license (or similar permits, consents to approvals), including without limitation, the New Zealand 700MHz Indebtedness; (2) Indebtedness under the Notes issued on the Issue Date (and any Permitted Refi-nancing Indebtedness in respect thereof) in an aggregate principal amount not to exceed $350.0 million at any event incur one time outstanding; (3) any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur outstanding on the Issue Date (other than Indebtedness repaid with the proceeds from the offering of the Notes on the Issue Date and Indebtedness that could be incurred under clause (6) or (14) below that is outstanding on the Issue Date and which shall be deemed incurred under such clauses) and any Permitted Refinancing Indebtedness in respect thereof; (4) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and any Restricted Subsidiaries or between or among Restricted Subsidiaries; provided that (A) any such Indebtedness of the Company is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and this Section 4.08 shall not Indenture, and (B) (i) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) and (ii) any transaction pursuant to which any Restricted Subsidiary that has Indebtedness owing to the Company or another Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be exceeded as a result an incurrence of fluctuations such Indebtedness not permitted by this clause (4); (5) guarantees of the Company’s Indebtedness or Indebtedness of any Restricted Subsidiary by the Company or any Restricted Subsidiary if such guaranteed Indebtedness is otherwise permitted to be incurred under this Indenture; (6) the incurrence by the Company or any Restricted Subsidiary (other than 2degrees or any of its Subsidiaries) of Indebtedness (including, without limitation, Indebtedness represented by Capitalized Lease Obligations, mortgage financings, Purchase Money Indebtedness or other Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of any property or asset, tangible or intangible, including, without limitation, network assets (including, without limitation, switches, towers, software, rights-of-way, intellectual property, licenses, concessions, spectrum and other intangibles and facilities to house network assets used in the exchange rates Company’s or any Restricted Subsidiary’s business and the capital stock or similar ownership interest of currencies. For purposes any Person engaged in substantially the same line of determining compliance with this Section 4.08:business as the Company and its Restricted Subsidiaries or reasonably related or ancillary thereto (including, without limitation, the cost of design, development, acquisition and construction (including, without limitation, capitalized interest, installation, improvement, transportation, integration and prepaid maintenance and all reasonable related fees or expenses)))) in an aggregate principal amount not to exceed $50.0 million at any one time outstanding; (a7) the outstanding principal amount incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from agreements providing for guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by the Company or any particular Restricted Subsidiary of Indebtedness shall be counted only once incurred by any Person (other than the Company or any Restricted Subsidiary) acquiring all or any portion of such assets for the purpose of financing such acquisition; (8) the incurrence by the Company or any Restricted Subsidiary of Indebtedness under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (9) the incurrence by the Company or any obligation Restricted Subsidiary of Indebtedness under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (10) the incurrence of Indebtedness by the Company or any Restricted Subsidiary in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (11) the incurrence of Indebtedness by the Company or any guaranteeRestricted Subsidiary arising from (A) the honoring by a bank or other financial institution of a check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregardedis extinguished within 5 Business Days of incurrence, (B) bankers’ acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations; and(C) completion guarantees provided or letters of credit obtained by the Company or any Restricted Subsidiary, or in respect of performance, surety or appeal bonds provided, in the ordinary course of business; and (D) the financing of insurance premiums in the ordinary course of business; (b12) the incurrence by the Company or any Guarantor of Subordinated Indebtedness that both (x) has a maturity date and (y) does not require amortization or payments of principal until a date, in each case, that is no earlier than the event date that an item of Indebtedness meets is 90 days following the criteria of more than one final maturity date of the categories of Permitted Indebtedness described Notes in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled an aggregate principal amount not to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into exceed $100.0 million at any one or more of the categories of Permitted Indebtedness described in clauses time outstanding; (313) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).[reserved];

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, (i) both (a) the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.25 to 1.0 if such proposed incurrence is on or prior to November 1, 1997 and at least equal to 2.5 to 1.0 if such proposed incurrence is thereafter and (b) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries or (ii) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 200% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company will not, directly or indirectly, in and will not permit any event Subsidiary Guarantor to incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination 49 145385.01 provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company Issuer is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Issuer and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness consisting of the Notes, directly or indirectlyexcluding Additional Notes, in and Indebtedness consisting of the Other Notes; (ii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided, that if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (v), (vi), (vii) or (x) of this definition of Permitted Indebtedness); (iv) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Issuer and/or any of its Restricted Subsidiaries; provided, that upon the drawing of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08letters of credit, such obligations are reimbursed within 30 days following such drawing; (v) intercompany Indebtedness between the maximum amount of Indebtedness that the Company or Issuer and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided, that in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (v) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avi) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Issuer and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bvii) Indebtedness of the Issuer and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Issuer and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business, (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Issuer and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided, that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (viii) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Issuer or any Subsidiary of the Issuer) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii) or (iii) above or this clause (viii); (ix) Capitalized Lease Obligations, Sale and Leaseback Transactions, export credit facilities with a maturity of at least one year and Purchase Money Indebtedness of, including Guarantees of any of the definition of “Permitted Indebtedness”) and may later reclassify such item into foregoing by, the Issuer and/or any Restricted Subsidiary, in an aggregate principal amount at any one time outstanding not to exceed U.S.$1 billion; (x) Indebtedness arising from agreements entered into by the Issuer and/or a Restricted Subsidiary providing for bona fide indemnification, adjustment of purchase price or more similar obligations not for financing purposes, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary (including minority interests); provided, that in the case of a disposition, the maximum aggregate liability in respect of such Indebtedness shall at no time exceed the gross proceeds actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (xi) Indebtedness of the categories Issuer and/or any of its Restricted Subsidiaries in an aggregate amount not to exceed U.S.$1 billion at any one time outstanding; provided, that no more than U.S.$250 million of such Indebtedness at any one time outstanding (excluding any Indebtedness under a Permitted Liquidity Facility) may be Incurred by Restricted Subsidiaries that are not Note Guarantors, which amount shall be increased by the corresponding amount of other Indebtedness described of Restricted Subsidiaries other than the Note Guarantors outstanding on the Issue Date and subsequently repaid from time to time but in clauses any event not to exceed U.S.$500 million at any one time outstanding; provided, further, however, that (3A) through the Issuer and/or any of its Restricted Subsidiaries may Incur Indebtedness under a Permitted Liquidity Facility and (19B) in the event that the Issuer and/or any of its Restricted Subsidiaries shall have Incurred Indebtedness under a Permitted Liquidity Facility that increases the amount outstanding at such time pursuant to this clause (xi) in excess of U.S.$ 1 billion, then up to U.S.$1.2 billion may be Incurred pursuant to this clause (xi) at any one time outstanding; (A) Indebtedness of the definition Issuer and/or any of “Permitted Indebtedness” its Restricted Subsidiaries in respect of factoring arrangements or Inventory Financing arrangements or (provided that B) other Indebtedness of the Issuer and/or any of its Restricted Subsidiaries with a maturity of 12 months or less for working capital purposes, not to exceed in the aggregate at any one time (calculated as of the time end of reclassification it meets the criteria most recent fiscal quarter for which consolidated financial information of the Issuer is available) the greater of: (1) The sum of: (x) 20% of the net book value of the inventory of the Issuer and its Restricted Subsidiaries and (y) 20% of the net book value of the accounts receivable of the Issuer and its Restricted Subsidiaries (excluding accounts receivable pledged to secure Indebtedness or subject to a Qualified Receivables Transaction), less, in each case, the amount of any permanent repayments or reductions of commitments in respect of such category or categories).Indebtedness made with the Net Cash Proceeds of an Asset Sale in order to comply with Section 3.12; or

Limitation on Incurrence of Additional Indebtedness. The (a) Neither the Company will notnor the Guarantor shall, and will they shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary the Guarantor may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Leverage Ratio of the Company is at least 2.0 Company, the Guarantor and its Restricted Subsidiaries would not have been greater than 3.5 to 1.0 1.0. No Indebtedness incurred pursuant to the Consolidated Leverage Ratio test of the preceding sentence shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facilities pursuant to clause (2) of the definition of “Coverage Ratio ExceptionPermitted Indebtedness”). The . (b) Neither the Company will notnor the Guarantor shall, directly or indirectly, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes and the Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor willCompany and the Guarantor, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms as the case may be. (or by the terms of any agreement governing such Indebtednessc) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) the definition of “Permitted Indebtedness”, the Guarantor, in its sole discretion, will classify such item of Indebtedness at the time of incurrence and will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the definition of “Permitted Indebtedness” or is and (2) the Guarantor will be entitled from time to be time to reclassify any Indebtedness incurred pursuant to the Coverage Ratio Exception, the Company shall, any clause in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor and the Guarantors may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (the “Coverage Ratio Exception”). b) The Company will not, directly and will not cause or indirectlypermit any of its Restricted Subsidiaries to, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other senior Indebtedness of the Company or any Guarantor unless such subordinated Indebtedness is also by its terms (or by subordinated on the terms of any agreement governing such Indebtedness) subordinated same basis to the Notes to or the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Guarantor, as the case may be. (c) The provisions of this Section 4.12 notwithstanding, neither the Company nor any Guarantor (nor any Restricted Subsidiary that would be required to become a Guarantor pursuant to Section 4.18 in connection with such incurrence) may incur any Senior Secured Indebtedness (including in connection with a Refinancing) unless, on or prior to such incurrence, the same extent and lenders or holders of such Indebtedness (or a trustee or similar agent on their behalf) join(s) the Intercreditor Agreement (or execute(s) an intercreditor agreement with the Trustee substantially in the same manner as such Indebtedness is subordinated form of the Intercreditor Agreement) in order to such other Indebtedness reflect the relevant priorities of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness various creditors; provided that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall need not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance comply with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant requirement to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of extent that any new Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding constitutes additional Indebtedness under the Credit Facility to the extent that the Intercreditor Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described is in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)effect.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur Incur any Indebtedness other than Permitted Indebtedness; provided, howeverincluding Acquired Indebtedness, except that if no Default has occurred and is continuing the Issuer and/or any of the Note Guarantors may Incur Indebtedness, including Acquired Indebtedness, if, at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, immediately after giving pro forma effect to the incurrence thereofIncurrence thereof and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than or equal to 2.0 to 1.0 1.0. (b) Notwithstanding clause (a) above, the Company and/or any of its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not): (i) Indebtedness not to exceed U.S.$ 1,067,665,000 in respect of the Dollar Notes, directly or indirectlyexcluding Additional Notes; (ii) Indebtedness not to exceed €115,346,000 in respect of the Euro Notes, in excluding Additional Notes; (iii) Guarantees by (A) any event incur any Indebtedness that purports to be by its terms (or by the terms Note Guarantor of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Issuer or another Note Guarantor permitted under this Indenture and (B) the Issuer of Indebtedness is also by its terms (or by the terms of any agreement governing Note Guarantor; provided that, if any such Guarantee is of Subordinated Indebtedness) subordinated to , then the obligations of the Issuer under the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly this Indenture or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor Note Guarantor, as applicable, will be senior to the same extent and in the same manner as Guarantee of such Indebtedness is subordinated to such other Subordinated Indebtedness; (iv) Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company and/or any of its Restricted Subsidiaries outstanding on the Issue Date (excluding Indebtedness permitted under clauses (vi), (vii), (viii) or (xi) of this definition of Permitted Indebtedness); (v) Hedging Obligations, Compensation Related Hedging Obligations and any Guarantees thereof and any reimbursement obligations with respect to letters of credit related thereto, in each case entered into by the Company and/or any of its Restricted Subsidiaries; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (vi) intercompany Indebtedness between the Company and any Restricted Subsidiary may incur pursuant or between any Restricted Subsidiaries; provided that, in the event that at any time any such Indebtedness ceases to this Section 4.08 be held by the Issuer or a Restricted Subsidiary, such Indebtedness shall not be deemed to be exceeded as a result of fluctuations in Incurred and not permitted by this clause (vi) at the exchange rates of currencies. For purposes of determining compliance with this Section 4.08:time such event occurs; (avii) Indebtedness of the Company and/or any of its Restricted Subsidiaries arising from (A) the outstanding principal amount honoring by a bank or other financial institution of any particular Indebtedness shall be counted only once and any obligation arising under any guaranteea check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregardedis extinguished within five Business Days of Incurrence; andor (B) any cash pooling or other cash management agreements in place with a bank or financial institution but only to the extent of offsetting credit balances of the Company and/or its Restricted Subsidiaries pursuant to such cash pooling or other cash management agreement; (bviii) Indebtedness of the Company and/or any of its Restricted Subsidiaries represented by (A) endorsements of negotiable instruments in the event that ordinary course of business (excluding an item aval), (B) documentary credits (including all forms of Indebtedness meets letter of credit), performance bonds or guarantees, advance payments, bank guarantees, bankers’ acceptances, surety or appeal bonds or similar instruments for the criteria account of, or guaranteeing performance by, the Company and/or any Restricted Subsidiary in the ordinary course of more than one business, (C) reimbursement obligations with respect to letters of credit in the categories ordinary course of Permitted Indebtedness described business (D) reimbursement obligations with respect to letters of credit and performance Guarantees in clauses the ordinary course of business to the extent required pursuant to the terms of any Investment made pursuant to clause (3) through (1912) of the definition of “Permitted Investment” and (E) other Guarantees by the Company and/or any Restricted Subsidiary in favor of a bank or financial institution in respect of obligations of that bank or financial institution to a third party in an amount not to exceed U.S.$500 million at any one time outstanding; provided that in the case of clauses (B), (C) and (D), upon the drawing of such letters of credit or the Incurrence of such Indebtedness” , such obligations are reimbursed within 30 days following such drawing or is entitled Incurrence; (ix) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to be incurred the Company or any Subsidiary of the Company) Incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of clause (a) above (it being understood that no Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed is Incurred pursuant to have been incurred such clause (a) above), or (B) Indebtedness Incurred pursuant to clause (3i), (ii), (iii) of the definition of “Permitted Indebtedness”or (iv) and may later reclassify such item into any one above or more of the categories of Permitted Indebtedness described in clauses this clause (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesix).;

Limitation on Incurrence of Additional Indebtedness. (1) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is greater than 2.0 to 1.0. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified in this Section 4.12) may incur each and all of the following: (A) Indebtedness under the Notes offered hereby and the Guarantees thereof; (B) Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $580.0 million, less (i) the aggregate amount of any Indebtedness of Securitization Entities in Qualified Securitization Transactions incurred at a time that the Company is not able to incur at least 2.0 $1.00 of additional Indebtedness pursuant to 1.0 the first paragraph of this clause (a), provided that the Company may elect in writing to the Trustee to have the amount of said reduction resulting from such Indebtedness incurred in connection with a Qualified Securitization Transaction to be reduced by an amount (the “Coverage Ratio ExceptionTransferred Reduction Amount”) up to the then remaining amount of Indebtedness that could be incurred pursuant to clause (M) of this Section 4.12, and in the event of such election, the amount of Indebtedness that can be incurred pursuant to clause (M) of this Section 4.12 will be reduced by the Transferred Reduction Amount, (ii) the amount of all scheduled principal payments actually made by the Company (excluding any such payment to the extent such payment is made with the proceeds of Indebtedness incurred at the time of repayment) and (iii) the amount of all required permanent prepayments of Indebtedness under the Credit Agreement actually made with the proceeds of an Asset Sale; The aggregate amount of reductions under subclauses (1)(B)(i). The , (1)(B)(ii) and (1)(B)(iii) of this Section 4.12 at any time can be established by the Company will notby providing the Trustee with an Officers’ Certificate setting forth the calculations for such amount. (C) Indebtedness of Foreign Subsidiaries not to exceed $40.0 million (or the equivalent amount thereof, directly or indirectlyat the time of incurrence, in other foreign currencies) at any event incur any Indebtedness that purports time outstanding pursuant to be by its terms this clause (or by the terms of any agreement governing such IndebtednessC); (D) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by and its terms (or Restricted Subsidiaries outstanding on the Issue Date reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments or permanent mandatory prepayments when actually paid or permanent reductions thereon; (E) subordinated to Interest Swap Obligations of the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Company covering Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any of its Restricted Subsidiaries and Interest Swap Obligations of any Restricted Subsidiary may incur pursuant of the Company covering Indebtedness of such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into for the purpose of fixing or hedging interest rate risk with respect to this Section 4.08 shall any floating and/or fixed rate on Indebtedness incurred in accordance with the Indenture to the extent the notional principal amount of such Interest Swap Obligation does not be deemed exceed the principal amount of the Indebtedness to be exceeded which such Interest Swap Obligation relates and not with the purpose of speculation; (F) Indebtedness under Currency Agreements; provided that such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currenciesfees, indemnities and compensation payable thereunder; (G) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Restricted Subsidiary of the Company, in each case subject to no Lien (other than a Lien in connection with the Credit Agreement and Permitted Liens which are not consensual) held by a Person other than the Company or a Restricted Subsidiary of the Company; provided that if as of any date any Person other than the Company or a Restricted Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than a Lien in connection with the Credit Agreement and Permitted Liens which are not consensual), such date shall be deemed the incurrence of Indebtedness which is not allowed by this clause (G); (H) Indebtedness of the Company to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Restricted Subsidiary of the Company, in each case subject to no Lien (other than a Lien in connection with the Credit Agreement and Permitted Liens which are not consensual); provided that (i) any Indebtedness of the Company to any Restricted Subsidiary of the Company (other than a Restricted Subsidiary which is a Guarantor) is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Indenture and the Notes and (ii) if as of any date any Person other than a Restricted Subsidiary of the Company owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than a Lien in connection with the Credit Agreement and Permitted Liens which are not consensual), such date shall be deemed the incurrence of Indebtedness which is not allowed by this clause (H); (I) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (J) Indebtedness represented by performance bonds, warranty or contractual service obligations, standby letters of credit or appeal bonds, in each case to the extent incurred in the ordinary course of business of the Company or such Restricted Subsidiary in accordance with customary industry practices, in amounts and for the purposes customary in the Company’s industry; (K) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is not recourse to the Company or any Subsidiary of the Company (except for Standard Securitization Undertakings); (L) Refinancing Indebtedness; (M) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $100.0 million at any one time outstanding (which may be Indebtedness under the Credit Agreement in addition to that permitted by clause (B)); and (N) Acquired Indebtedness, and refinancings or replacements thereof, not to exceed $50.0 million at any one time outstanding pursuant to this clause (N). (2) For purposes of determining any particular amount of Indebtedness under this Section 4.12, Indebtedness incurred under the Credit Agreement on or prior to the Issue Date shall be treated as incurred pursuant to subclause (B) of clause (1) of this Section 4.12. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.12, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria at any time could have been incurred (regardless of when it was actually incurred) under more than one of the categories types of Permitted Indebtedness described in clauses of this Section 4.12 (3) through (19) of other than Indebtedness incurred under the definition of “Permitted Indebtedness” Credit Agreement on or is entitled prior to the Issue Date, which shall be treated as incurred pursuant to subclause (B) of clause (1) of this Section 4.12), including under the Coverage Ratio Exceptionfirst paragraph of clause (1) of this Section 4.12, the Company shallCompany, in its sole discretion, classify shall classify, and at any such time may reclassify, such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create, issue, incur, assume, guarantee or in any manner become directly or indirectlyindirectly liable with respect to or other- wise become responsible for, incur contingently or otherwise, the payment of (individually and collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (other than Permitted Indebtedness); provided, however, that pro- vided if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness Indebted- ness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence and the application of the proceeds thereof, on a pro for- ma basis, the Consolidated Fixed Charge Coverage Leverage Ratio of the Company is at least 2.0 and its Restricted Subsidiaries would be less than 3.5 to 1.0 (1.0. In addition, unless after giving effect to any such incurrence and the “Coverage application of the proceeds thereof, on a pro forma basis, the Senior Secured Leverage Ratio Exception”). The Company will notwould be equal to or less than 2.5 to 1.0, directly or indirectly, in any event incur any Indebtedness that purports incurred pursuant to the foregoing paragraph of this Section 4.06(a) shall be by its terms incurred only (or i) by the terms Company without any guarantee from any Guarantor, (ii) by the Company with a subordinated guarantee from any Guarantor or (iii) on a subordinated basis by any Guarantor. In addition, any Indebtedness incurred by the Company or any Guarantor pursuant to the foregoing paragraph of any agreement governing such Indebtednessthis Section 4.06(a) shall be subordinated in right of payment to any other Indebtedness the Obligations of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated with respect to the Notes to or the same extent and in the same manner as Obligations of such Indebtedness is subordinated Guarantor with respect to such other Note Guarantee. (b) This Indenture shall not, however, prohibit the following (collectively, “Permitted Indebtedness”): (1) Indebtedness due and owing to governmental entities or regulatory authorities in connection with telecommunications licenses (or similar permits, consents or approvals) or Indebtedness incurred to finance the payment of deposits for telecommunications licenses (or similar permits, consents or approvals), to any governmental or regulatory authority in Bolivia or New Zealand related to a license (or similar permits, consents to approvals); (2) Indebtedness under the Notes issued on the Issue Date in an aggregate principal amount not to exceed $450.0 million; (3) any Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur outstanding on the Issue Date (other than the Existing Notes satisfied and discharged on the Issue Date and Indebtedness that could be incurred under clause (6) or (14) below that is outstanding on the Issue Date and which shall be deemed incurred under such clauses); (4) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and any Restricted Subsidiaries or between or among Restricted Subsidiaries; provided that (A) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) and (B) any transaction pursuant to this Section 4.08 shall not which any Restricted Subsidiary that has Indebtedness owing to the Company or another Wholly Owned Restricted Subsidiary ceases to be a Restricted Subsidiary will, in each case, be deemed to be exceeded as a result an incurrence of fluctuations such Indebtedness not permitted by this clause (4); (5) guarantees of the Company’s Indebtedness or Indebtedness of any Restricted Subsidiary by the Company or any Restricted Subsidiary if such guaranteed Indebtedness is otherwise permitted to be incurred under this Indenture; (6) the incurrence by the Company or any Restricted Subsidiary of Indebtedness (including, without limitation, Indebtedness represented by Capitalized Lease Obligations, mortgage financings, Purchase Money Indebtedness or other Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of any property or asset, tangible or intangible, including, without limitation, network assets (including, without limitation, switches, towers, software, rights-of-way, intellectual property, licenses, con- cessions, spectrum and other intangibles and facilities to house network assets used in the exchange rates Company’s or any Restricted Subsidiary’s business and the capital stock or similar ownership interest of currencies. For purposes any Person engaged in substantially the same line of determining compliance business as the Company and its Restrict- ed Subsidiaries or reasonably related or ancillary thereto (including, without limitation, the cost of design, development, acquisition and construction (including, without limitation, capitalized interest, installation, improvement, transportation, integration and prepaid maintenance and all reasonable related fees or expenses))) in an aggregate principal amount not to exceed (together with any Permitted Refinancing Indebtedness in respect of any Indebtedness incurred pursuant to this Section 4.08:clause (6)) (A) $10.0 million incurred after the Issue Date and (B) $25.0 million at any one time outstanding; (a7) the outstanding principal amount incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from agreements providing for guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by the Company or any particular Restricted Subsidiary of Indebtedness shall be counted only once incurred by any Person (other than the Company or any Restricted Subsidiary) acquiring all or any portion of such assets for the purpose of financing such acquisition; (8) the incurrence by the Company or any Restricted Subsidiary of Indebtedness under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (9) the incurrence by the Company or any obligation Restricted Subsidiary of Indebtedness under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (10) the incurrence of Indebtedness by the Company or any Restricted Subsidiary in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self- insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (11) the incurrence of Indebtedness by the Company or any guaranteeRestricted Subsidiary arising from (A) the honoring by a bank or other financial institution of a check, Lien, letter of credit draft or similar instrument supporting inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregardedis extinguished within 5 Business Days of incurrence, (B) bankers’ acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations; (C) completion guarantees provided or letters of credit obtained by the Company or any Restrict- ed Subsidiary, or in respect of performance, surety or appeal bonds provided, in the ordinary course of business; and (D) the financing of insurance premiums in the ordinary course of business; (12) the incurrence by the Company or any Guarantor of Subordinated Indebtedness that both (x) has a maturity date and (y) does not require amortization or payments of principal until a date, in each case, that is no earlier than the date that is 90 days following the final maturity date of the Notes in an aggregate principal amount not to exceed $100.0 million at any one time outstanding; (13) the incurrence of Permitted Refinancing Indebtedness; and (b14) (x) Indebtedness incurred by 2degrees and its Subsidiaries in the event that an item of aggregate principal amount at any one time outstanding not to exceed NZ$245.0 million (including any such Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been and any Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to this clause (3) of the definition of “Permitted Indebtedness”14)) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesy).

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, provided that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Restricted Subsidiaries may incur Indebtedness (including Acquired if on the date of the incurrence of such Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereof (or, in the case of Designated Revolving Commitments, on the date such Designated Revolving Commitments are designated as such (but only to the extent and so long as so designated) after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness designated thereunder, in which case such designated amount under such Designated Revolving Commitments may thereafter be borrowed, repaid and reborrowed, in whole or in part, from time to time, without further compliance with any limitation on the incurrence of additional indebtedness set forth in this Section 4.05), the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 (1.0; provided that the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any amount of Indebtedness that purports may be incurred and Disqualified Capital Stock or Preferred Stock that may be issued pursuant to be the foregoing by its terms any Restricted Subsidiaries that are not Guarantors (or other than borrowings under a Bank Facility which is secured by Liens incurred pursuant to Section 4.09(b)(1)) shall not exceed $750.0 million at any one time outstanding. (b) Section 4.05(a) will not apply to (collectively, “Permitted Indebtedness”): (1) Indebtedness under the terms of Notes (other than any agreement governing such IndebtednessAdditional Notes) subordinated issued on the Issue Date; (2) Indebtedness incurred pursuant to any Bank Facility in an aggregate principal amount at any one time outstanding not to exceed $3,000.0 million; (3) other Indebtedness of the Company unless such and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness is also by its terms under clauses (1), (2) or (19) of this Section 4.05(b)) reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereof; (4) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that such Interest Swap Obligations are entered into to this Section 4.08 shall protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness incurred without violation of the Indenture to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not be deemed to be exceeded increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in the foreign currency exchange rates or by reason of currencies. For purposes of determining compliance with this Section 4.08:fees, indemnities and compensation payable thereunder; (a6) Indebtedness of a Restricted Subsidiary of the outstanding principal amount Company owing to and held by the Company or a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture; provided that if as of any particular date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be counted only once deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; (7) Indebtedness of the Company owing to and held by a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture, in each case subject to no Lien other than a Lien permitted under the Indenture; provided that if as of any obligation date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7) by the Company; (8) Indebtedness arising under any guaranteefrom the honoring by a bank or other financial institution of a check, Lien, letter of credit draft or similar instrument supporting inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness shall be disregarded; andis extinguished within five Business Days of incurrence; (b9) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety, bid, appeal or similar bonds, completion guarantees, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the event ordinary course of business; (10) Indebtedness represented by Capitalized Lease Obligations of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 15.0% of Total Assets at any one time outstanding, (11) Indebtedness represented by mortgage financings and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries not to exceed (together with any Refinancing Indebtedness with respect thereto) 15.0% of Total Assets at any one time outstanding; (12) Refinancing Indebtedness; (13) Indebtedness of the Company or any Restricted Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock); (14) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 60 days following the incurrence thereof; (15) Indebtedness in respect of Sale and Leaseback Transactions in an item aggregate amount not to exceed $500.0 million at any one time outstanding; (16) Acquired Indebtedness, if on the date that such Indebtedness is incurred, after giving pro forma effect thereto, (A) the Company or such Restricted Subsidiary, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.05(a), or (B) the Consolidated Fixed Charge Coverage Ratio of the Company would be no less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the date such Indebtedness is incurred; (17) Additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed $500.0 million at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility); provided that the amount of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to that may be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in this clause (17) by any manner that complies with this Section 4.08 Restricted Subsidiaries (provided that all outstanding Indebtedness other than borrowings under the Credit Agreement on the Issue Date shall be deemed to have been a Bank Facility which is secured by Liens incurred pursuant to clause (3Section 4.09(b)(1)) of the definition of “Permitted Indebtedness”) and may later reclassify such item into that are not Guarantors shall not exceed $250.0 million at any one time outstanding; (18) Indebtedness represented by guarantees by the Company or more its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the categories Indenture; provided that, in the case of Permitted Indebtedness described in clauses (3) through (19) of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with Section 4.12 to the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).extent applicable; and

Limitation on Incurrence of Additional Indebtedness. The Company Other than Permitted Indebtedness, Abraxas will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company Issuers and the Subsidiary Guarantors or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, the both (i) Abraxas' Consolidated Fixed Charge EBITDA Coverage Ratio would have been at least equal to 2.5 to 1.0 and (ii) Abraxas' Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the Company aggregate consolidated Indebtedness of Abraxas and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into Abraxas or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by Abraxas or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company Issuers will not, directly or indirectlyand will not permit any Subsidiary Guarantor to, in any event incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (Issuer or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of such Issuer or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur (x) Indebtedness (including Acquired other than Senior Secured Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least would have been greater than 2.0 to 1.0 and (y) Senior Secured Indebtedness, if on the “date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Senior Secured Leverage Ratio of the Company would have been less than or equal to 2.0 to 1.0. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio Exceptionor Consolidated Senior Secured Leverage Ratio test of the preceding sentence (including, without limitation, Indebtedness under the Senior Credit Facilities) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of “Permitted Indebtedness” (including, without limitation, Indebtedness under the Senior Credit Facilities pursuant to clause (2) of the definition of “Permitted Indebtedness”). . (b) The Company will not, and will not permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness (other than Permitted Indebtedness of the types described in clause (1) and (2) of such definition (and clause (9) of such definition to the extent incurred in the refinancing of Indebtedness under clause (1) of such definition), as to which types of Permitted Indebtedness this paragraph (b) shall not apply) that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary such Guarantor, as the case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. be. (c) For purposes of determining compliance with this Section 4.08: covenant, (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of Indebtedness meets the criteria of more than one of the categories types of Permitted Indebtedness described in clauses (3) through (19) the definition of “Permitted Indebtedness”, the Company, in its sole discretion, will classify such item of Indebtedness at the time of incurrence and will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the definition of “Permitted Indebtedness” or is and (2) the Company will be entitled from time to be time to reclassify any Indebtedness incurred pursuant to the Coverage Ratio Exception, the Company shall, any clause in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for, or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness other than Permitted (including any Acquired Indebtedness; provided). Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this Section 4.11, howevernor the accretion of original issue discount, that if no Default has occurred and is continuing at nor the time of or would occur as a consequence mere extension of the incurrence maturity of any such Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, the Company or Company, Centennial PR and any Subsidiary Guarantor may incur Incur Indebtedness (including Acquired Indebtedness), ) and any Restricted Subsidiaries which are not Guarantors Subsidiary may incur Incur Acquired Indebtedness, in each case ifIndebtedness if the Company's Debt to Annual EBITDA Ratio, after giving effect to the incurrence thereofIncurrence of such Indebtedness and the application of the proceeds therefrom, would have been less than 7.5 to 1.0 thereafter. In addition, the Consolidated Fixed Charge Coverage Ratio foregoing limitations will not apply to the Incurrence of the Company is at least 2.0 to 1.0 following (the “Coverage Ratio Exception”). The Company will nottogether, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms "Permitted Indebtedness"): (or by the terms of any agreement governing such Indebtednessi) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary under any Senior Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billion, reduced by permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14; provided that any Indebtedness under the Senior Credit Facility outstanding on the Issue Date will be deemed to have been incurred under this clause (i); (ii) Indebtedness pursuant to the Securities or existing on the Issue Date (other than under the Senior Credit Facility) and Refinancing Indebtedness Incurred to refinance Indebtedness incurred pursuant to this clause (ii); (iii) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case 57 of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities; provided further that (a) any disposition or transfer of any such Indebtedness to a Person (other than a disposition or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an Incurrence of such Indebtedness by the obligor not permitted by this clause (iii), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the Incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (iii); (iv) Capitalized Lease Obligations, Purchase Money Indebtedness of the Company and any Restricted Subsidiary and any Refinancing Indebtedness incurred to refinance Indebtedness in respect thereof in an aggregate amount or aggregate principal amount, as the case may incur be, outstanding at any time not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 5% of the Company's Total Assets; provided that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof; (v) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person; (vi) any guarantee by any Restricted Subsidiary of the Senior Credit Facility or any other Indebtedness made in accordance with the provisions of Section 4.19; (vii) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries in connection with the acquisition of a new Restricted Subsidiary, the majority of whose revenues for the most recent twelve months for which audited or unaudited financial statements are available are from a Related Business, or of property, businesses or assets which, or Capital Stock of a Person all or substantially all of whose assets, are of a type generally used in a Related Business and any Refinancing Indebtedness in respect thereof; provided that the principal amount (or accreted value, as applicable) of such Indebtedness and any Refinancing Indebtedness in respect thereof, together with any other outstanding Indebtedness Incurred pursuant to this clause (vii), does not exceed $40,000,000 in the aggregate at any one time outstanding; provided further that the principal amount of Indebtedness that may be incurred pursuant to this clause (vii) and clause (xi) by any individual Restricted Subsidiary (other than Centennial PR) that is not a Guarantor shall not exceed $25,000,000 in the aggregate at any one time outstanding; (viii) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices; provided that upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (ix) Interest Rate Protection Obligations relating to (A) Indebtedness of the Company or any Restricted Subsidiary (which Indebtedness is otherwise permitted to be Incurred under this Section 4.11) or (B) Indebtedness for which a lender has provided a commitment in an amount reasonably anticipated to be Incurred by the Company or any Restricted Subsidiary in the 12 months after such Interest Rate Protection Obligations has been Incurred; provided however, that the notional principal amount of such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness (including Indebtedness subject to commitments) to which such Interest Rate Protection Obligations relate; (x) Currency Hedging Agreements relating to (A) Indebtedness of the Company or any Restricted Subsidiary and/or (B) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary; provided however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of the fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (xi) Indebtedness of the Company, Centennial PR or any Restricted Subsidiary (other than as otherwise permitted pursuant to this Section 4.08 4.11) not to exceed $125,000,000 in the aggregate at any one time outstanding; (xii) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under the second paragraph of this covenant or clause (ii) of this paragraph (plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company reasonably incurred in connection with such refinancing); and (xiii) other Indebtedness of the Company or any Restricted Subsidiary in an amount not greater than the aggregate amount of Net Cash Proceeds from the sale of Capital Stock of the Company or cash contributions made to the capital of the Company (other than in exchange for Disqualified Capital Stock); provided that the amount of such cash contributions ("Excluded Cash Contributions") are designated in an Officer's Certificate as Excluded Cash Contributions and shall not be deemed to be exceeded as a result of fluctuations included in the exchange rates computation of currenciesthe amount of Restricted Payments which the Company can make pursuant to Section 4.3. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.11, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted permitted Indebtedness described in clauses (3ii) through (19xiii) of the definition of “Permitted Indebtedness” above or is entitled to be incurred Incurred pursuant to the Coverage Ratio Exceptionsecond paragraph of this covenant, the Company shallmay, in its sole discretion, classify such item of Indebtedness on the date of Incurrence in any manner that complies with this Section 4.08 (provided that all outstanding covenant and such item of Indebtedness under the Credit Agreement on the Issue Date shall will be deemed to have treated as having been incurred Incurred pursuant to clause (3) only one of such clauses or pursuant to the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)second paragraph hereof.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 2.5 to 1.0 (if such incurrence is on or prior to March 30, 2003 and 3.0 to 1.0 if such incurrence is thereafter and; PROVIDED FURTHER, that the “no incurrence of Permitted Indebtedness shall be subject to the Consolidated Fixed Charge Coverage Ratio Exception”)Ratio. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. Indebtedness of any Person which is outstanding at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary shall be deemed to have been incurred at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or a Restricted Subsidiary, and Indebtedness which is assumed at the time of the acquisition of any asset shall be deemed to have been incurred at the time of such acquisition. The Company will not, directly or indirectly, in any event shall not incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Notes pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to such the holders of any other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories).

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness: (a) the Company, the Company or any Guarantor, any Finance Subsidiary Guarantor that is a Domestic Restricted Subsidiary and any Accounts Receivable Entity that is a Domestic Restricted Subsidiary may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the incurrence of such Indebtedness, in each case if, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than 2.25 to 1.0; and (b) any Restricted Subsidiary that is at least 2.0 not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) may incur Indebtedness (including, without limitation, Acquired Indebtedness) if, on the date of the incurrence of such Indebtedness, after giving effect to 1.0 the incurrence thereof, (i) the “Consolidated Fixed Charge Coverage Ratio Exception”)of the Company would be greater than 2.25 to 1.0; and (ii) if the agreements governing such Indebtedness contain an encumbrance or restriction on the ability of the applicable Restricted Subsidiary that is not a Guarantor (and is not a Finance Subsidiary or an Accounts Receivable Entity that is a Domestic Restricted Subsidiary) to pay dividends or make distributions on or in respect of its Capital Stock, the Combined Fixed Charge Coverage Ratio of the Restricted Subsidiaries that are not Guarantors would be greater than 2.5 to 1.0. The Notwithstanding the foregoing, the Company will notnot incur any Permitted Indebtedness if the proceeds thereof are used, directly or indirectly, in to refinance any event Subordinated Indebtedness unless such Permitted Indebtedness is Refinancing Indebtedness. No Indebtedness incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test of the preceding paragraph (including, without limitation, Indebtedness under the Credit Agreement) shall reduce the amount of Indebtedness which may be incurred pursuant to any clause of the definition of Permitted Indebtedness (including, without limitation, Indebtedness under the Credit Agreement pursuant to clause (2) of the definition of Permitted Indebtedness). Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at the time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company and the Guarantors will not incur or suffer to exist any Indebtedness that purports to be by its terms (or by the terms is subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or the Guarantors unless such Indebtedness is also by its terms (or by the terms at least equally subordinated in right of any agreement governing such Indebtedness) subordinated payment to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once Securities and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Subsidiary Guarantee.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, : o the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 1.50 to 1.0 1.0; o the ratio of the aggregate amount of Indebtedness outstanding on a consolidated basis to the Company's Consolidated Net Worth is less than 5.0 to 1.0; and o the ratio of the aggregate amount of Senior Recourse Indebtedness outstanding on a consolidated basis to the sum of: (1) the “Coverage Ratio Exception”Company's Consolidated Net Worth; and (2) the aggregate amount of the Subordinated Indebtedness outstanding on a consolidated basis is less than 2.75 to 1.0; PROVIDED, HOWEVER, that the aggregate principal amount of such Subordinated Indebtedness is not in excess of the Company's Consolidated Net Worth. (1) the Total Assets (as defined in the indenture governing TriNet's outstanding publicly-held debt securities on the Issue Date) of TriNet and its Subsidiaries as of the end of the calendar quarter covered in TriNet's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by TriNet or any Subsidiary of TriNet since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. The Company will not, directly or indirectly, in any event incur any Indebtedness that purports above limitation shall terminate immediately upon TriNet ceasing to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness exist as a Subsidiary of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in a merger or consolidation of TriNet with the exchange rates Company or the sale, transfer, disposition or distribution of currencies. For purposes all or substantially all of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant TriNet's assets to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, incur to Incur any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence Incurrence of any such Indebtedness, the Company Company, the Issuer or any Subsidiary Guarantor may incur Incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired ) if on the date of the Incurrence of such Indebtedness, in each case if, after giving effect to the incurrence Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is would be at least 2.0 to 1.0 1.0. (b) Nothing contained in Section 4.03(a) shall prohibit the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms Incurrence of any agreement governing such of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) subordinated Indebtedness Incurred pursuant to a Credit Facility in an aggregate principal amount at any other Indebtedness time outstanding not to exceed the greater of: (A) $1,250.0 million (reduced by any required permanent repayments with the proceeds of Asset Sales (which are accompanied by a corresponding permanent commitment reduction) thereunder); (B) the sum of (A) 80 percent of the net book value of the accounts receivable of the Company unless such Indebtedness is also by its terms and the Restricted Subsidiaries and (or by the terms of any agreement governing such IndebtednessB) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness 60 percent of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms net book value of the inventory of the Company and the Restricted Subsidiaries; and (or by the terms of any agreement governing such IndebtednessC) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum an amount of Indebtedness that such that, on a pro forma basis after giving effect to the Incurrence of such Indebtedness, the Secured Indebtedness Leverage Ratio (with all Indebtedness Incurred under this clause (1) deemed to be secured for this purpose) would not exceed 1.5 to 1.00. (2) Indebtedness of the Company or any Restricted Subsidiary may incur outstanding on the Issue Date (other than Indebtedness referenced in clauses (1), (3) and (6) of this Section 4.03(b)); (3) Indebtedness represented by the Notes and the related Note Guarantees (other than Additional Notes); (4) Indebtedness represented by (i) any Sale and Leaseback Transaction or (ii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case in this subclause (ii), Incurred for the purpose of financing all or any part of the purchase price or cost of construction, improvement, repair or replacement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) used in the business of the Company, the Issuer or such Subsidiary Guarantor (including any reasonably related fees, expenses, taxes or other transaction costs Incurred in connection with such acquisition, construction or improvement), in an aggregate amount pursuant to this clause (4), including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed at any time outstanding the greater of $300.0 million and 6 percent of Total Assets; (5) Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Indebtedness that was permitted by the Indenture to be Incurred under Section 4.08 4.03(a) or clauses (2), (3), (4), (5), (10), (11) or (18) of this Section 4.03(b); (6) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (A) if the Company, the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of the Company or a Subsidiary Guarantor; and (B) (i) any event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.03; (8) Hedging Obligations that are not Incurred for speculative purposes; (9) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price, earn out or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the acquisition or disposition of any business or assets, including the Capital Stock of a Restricted Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business or assets, including the Capital Stock, for the purpose of financing or in contemplation of any such acquisition; (10) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was merged with or into or acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a subsidiary of or was otherwise acquired by the Company); provided, however, that, (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurring of such Indebtedness, pursuant to this clause (10) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (11) Indebtedness of the Company or a Restricted Subsidiary in an amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (11), not to exceed $50.0 million Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company whether by means of the acquisition of assets or the Capital Stock of such entity or by merger; provided, however, that (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (11) or (ii) the Consolidated Fixed Charge Coverage Ratio immediately after giving effect to such Incurrence and related transaction would be equal to or greater than such ratio immediately prior to such transaction; (12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; (13) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Indebtedness under Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; (14) Indebtedness constituting reimbursement obligations with respect to letters of credit or bankers’ acceptances issued in the ordinary course of business, including letters of credit in respect of performance, surety or appeal bonds, workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; (15) Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes as described in Sections 8.01 and 8.02; (16) Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any other Subsidiary of the Company or their assets (other than a Receivables Entity and its assets and, as to the Company or any Restricted Subsidiary of the Company, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by any such Person; (17) Indebtedness of Foreign Subsidiaries of the Company in an aggregate principal amount not to exceed the greater of $500.0 million and 15 percent of Total Foreign Assets at any one time outstanding (it being understood that any Indebtedness incurred pursuant to this clause (17) shall not cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (17)); (18) additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any one time outstanding, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (18), not to exceed the greater of $450.0 million and 7.5 percent of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (18)); (19) Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Company or any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (19), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (19), does not exceed at any time outstanding the greater of $200.0 million and 3.0% of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (19)); (20) Guarantees of Indebtedness of suppliers, licensees, franchisees or customers in the ordinary course of business, in an aggregate amount at any time outstanding under this clause (20) not to exceed $100.0 million; or (21) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business. (c) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt); provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a result different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of fluctuations in the exchange rates of currencies. such refinancing. (d) For purposes of determining compliance with this Section 4.084.03: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b1) in the event that an item of any proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3Section 4.03(b)(1) through (19) of the definition of “Permitted Indebtedness” 21), or is entitled to be incurred Incurred pursuant to the Coverage Ratio ExceptionSection 4.03(a), the Company shallwill be permitted to divide, in its sole discretionclassify, classify and may later reclassify, such item of Indebtedness or a part thereof in any manner that complies with this Section 4.08 4.03 and such item of Indebtedness will be treated as having been Incurred pursuant to one or more such clauses of Section 4.03(b) or pursuant to Section 4.03(a); and (provided 2) at the time of Incurrence, the Company will be entitled to divide and classify, and later reclassify, an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.03(a) and Section 4.03(b)(1) through (21) without giving pro forma effect to the Indebtedness Incurred on such date of Incurrence pursuant to Section 4.03(b)(1) through (21) (or any portion thereof) when calculating the amount of Indebtedness that all outstanding may be Incurred pursuant to Section 4.03(a). Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall will be deemed to have been incurred pursuant Incurred on such date in reliance on the exception provided by Section 4.03(b)(1). (e) Neither the Company, the Issuer nor any Subsidiary Guarantor shall Incur or suffer to clause (3) exist any Indebtedness that is subordinated in right of payment to any other Indebtedness of the definition Company, the Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is at least equally subordinated in right of “Permitted Indebtedness”) payment to the Notes and may later reclassify such item any Note Guarantee. For purposes of this Section 4.03(e), no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company, the Issuer or any Subsidiary Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into any intercreditor agreements giving one or more of such holders priority over the categories of Permitted Indebtedness described other holders in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company JCC Holding will not, and will not permit any of its Restricted Subsidiaries to, directly contract, create, incur, assume or indirectlysuffer to exist any Indebtedness, incur any provided, that the provisions of this Section 5.12 shall not prevent the creation, incurrence, assumption or existence of the following (Indebtedness other than described below is herein referred to as "Permitted Indebtedness; "): (a) Indebtedness incurred pursuant to this Indenture in an aggregate principal amount not to exceed (i) $124,520,000 (plus the aggregate principal amount of Secondary Securities issued as interest in lieu of Cash interest, in each case in accordance with the terms of this Indenture to the extent the same may be deemed to be principal), less (ii) the aggregate principal amount of all repayments of principal of Securities effected after the Issue Date; (b) accrued expenses and trade accounts payable incurred in the ordinary course; (c) Indebtedness under Interest Rate Protection Agreements relating to Indebtedness otherwise permitted under this Section 5.12; (d) Indebtedness subject to Liens permitted under Section 5.13(e) or evidenced by Capitalized Lease Obligations, provided, however, that if in no Default has occurred event shall the aggregate principal amount of such Indebtedness and is continuing at the time of or would occur as a consequence Capitalized Lease Obligations exceed $10,000,000 (which amount shall increase by $5,000,000 on each of the incurrence first three anniversaries of the Issue Date but on a prospective basis only) at any time outstanding; (e) Indebtedness incurred from time to time pursuant to the Revolving Credit Agreement Documents so long as the aggregate principal amount thereof (for this purpose, including the face amount of all outstanding letters of credit and all unpaid drawings with respect thereto as principal) at no time outstanding exceeds $35,000,000 and complies with the provisions of Section 5.15(b); 69 (f) Indebtedness of the Company representing reimbursement obligations under the Minimum Payment Guaranty Documents, subject to compliance with the provisions of Section 5.29; (g) JCC Holding may incur Qualified Subordinated Indebtedness not to exceed an aggregate amount of $5,000,000 for the sole purpose of Required Regulatory Redemptions; (h) Unrestricted Subsidiaries may incur Indebtedness, provided such IndebtednessIndebtedness is expressly non-recourse to JCC Holding, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted their respective Subsidiaries which are not Guarantors Unrestricted Subsidiaries; (i) JCC Holding and its Subsidiaries may incur Acquired Indebtedness, in each case if, after giving effect Indebtedness to the incurrence thereofextent expressly permitted under clauses (d), the Consolidated Fixed Charge Coverage Ratio (e) and (f) of the Company is at least 2.0 to 1.0 (the “Coverage Ratio Exception”). The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded5.19; and (bj) the Company may incur Indebtedness in the event that an item of Indebtedness meets the criteria of more than one amount not to exceed $150,000 in connection with charges under credit cards obtained from third-party financial institutions for use by employees of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default has occurred and is continuing at the time or Event of or would Default shall occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including including, without limitation, Acquired Indebtedness)) and any Restricted Subsidiary of the Company that is not or will not, and Restricted Subsidiaries which are not Guarantors upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least greater than 2.0 to 1.0 1.0. (b) Section 4.9(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Coverage Ratio ExceptionPermitted Indebtedness”). The Company will not, directly or indirectlyeach of which shall be given independent effect: (i) Indebtedness under the Notes issued on the Issue Date and the related Guarantees and the Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement and the related Guarantees; (ii) Indebtedness incurred pursuant to (A) the term loan facilities of the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $110.0 million, in any event incur any Indebtedness that purports to be by its terms (or by less the terms amount of any agreement governing such Indebtednessrequired prepayments thereunder with the Net Cash Proceeds of Asset Sales, and (B) subordinated the revolving portion of the Credit Agreement in an aggregate principal amount at any time outstanding not to any exceed the greater of (x) $65.0 million and (y) the Borrowing Base; (iii) other Indebtedness of the Company unless such Indebtedness is also by and its terms (or Restricted Subsidiaries outstanding on the Issue Date reduced by the terms amount of any agreement governing such Indebtednessscheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (iv) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Interest Swap Obligations of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; (v) Indebtedness under Currency Agreements; (vi) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness in the amount of the Indebtedness no longer so held; (vii) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (A) any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and (B) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Section 4.08 Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall not be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (vii) by the Company in the amount of the Indebtedness no longer so held; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; (ix) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of bid or performance bonds, completion guarantees, performance guarantees, standby letters of credit, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $10.0 million at any one time outstanding; (xi) Refinancing Indebtedness of Indebtedness incurred under clauses (i) and (iii), this clause (xi) and Section 4.9(a); (xii) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be exceeded as a result incurred under this Indenture; (xiii) Indebtedness of fluctuations the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the exchange rates acquisition or disposition of currenciesassets; (xiv) Indebtedness of any Foreign Restricted Subsidiary in an aggregate principal amount not to exceed $10.0 million at any one time outstanding; and (xv) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or the accreted value, if applicable) not to exceed $20.0 million at any one time outstanding. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee4.9, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3i) through (19xv) of the definition of “Permitted Indebtedness” above or is entitled to be incurred pursuant to the Coverage Ratio ExceptionSection 4.9(a), the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness shall be treated as incurred only once. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.08 (provided that all outstanding 4.9. Indebtedness under the Credit Agreement outstanding on the Issue Date shall will be deemed to have been incurred pursuant to clause (3) for purposes of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categoriesthis Section 4.9 under Section 4.9(b)(ii).

Limitation on Incurrence of Additional Indebtedness. The Other than Permitted Indebtedness, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness other than Permitted Indebtedness; provided, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries or any Subsidiary Guarantor of them may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereofthereof and the receipt and application of the proceeds therefrom, both (a) the Company's Consolidated Fixed Charge EBITDA Coverage Ratio would have been greater than 2.5 to 1.0 and (b) the Company's Adjusted Consolidated Net Tangible Assets are equal to or greater than 150% of the aggregate consolidated Indebtedness of the Company and its Restricted Subsidiaries. For purposes of determining any particular amount of Indebtedness under this Section 4.12, guarantees of Indebtedness otherwise included in the determination of such amount shall not also be included. Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or is merged with or into the Company or any Restricted Subsidiary or which is secured by a Lien on an asset acquired by the Company or a Restricted Subsidiary (whether or not such Indebtedness is assumed by the acquiring Person) shall be deemed incurred at least 2.0 to 1.0 (the “Coverage Ratio Exception”)time the Person becomes a Restricted Subsidiary or at the time of the asset acquisition, as the case may be. The Company will not, directly or indirectly, in and will not permit any event Subsidiary Guarantor to incur any Indebtedness that purports to be which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate in right of payment to the Note Notes or the Subsidiary Guarantee of such Subsidiary Guarantor Guarantor, as the case may be, pursuant to subordination provisions that are substantively identical to the same extent and in the same manner as subordination provisions of such Indebtedness is subordinated (or such agreement) that are most favorable to the holders of such other Indebtedness of the Company or such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, as the maximum amount of Indebtedness that the Company or any Restricted Subsidiary case may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)be.

Limitation on Incurrence of Additional Indebtedness. The Company (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness other than Permitted Indebtedness; provided, however, provided that if no Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and any Non-Guarantor Restricted Subsidiaries which are not Guarantors Subsidiary may incur Acquired Indebtedness, in each case ifcase, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereofof such Indebtedness and all other Indebtedness to be incurred on such date, the Consolidated Fixed Charge Coverage Ratio of the Company Parent is at least greater than 2.0 to 1.0 (this proviso, the “Coverage Ratio Exception”). . (b) Section 4.10(a) shall not prohibit any of the following: (i) The Company will not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms Securities incurred on the Issue Date and the related Guarantees; (or by the terms of any agreement governing such Indebtednessii) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms or any Guarantor incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the aggregate of Euro 490 million and $752 million; (or by the terms of any agreement governing such Indebtednessiii) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Parent and its Restricted Subsidiaries outstanding on the Company. No Subsidiary Guarantor will, directly or indirectly, Issue Date (after giving effect to the repurchase of Existing Notes tendered in any event incur any Indebtedness that purports to be by its terms the Debt Tender); (or iv) Interest Hedging Agreements entered into by the terms Parent or any Restricted Subsidiary for non-speculative pursposes; (v) Currency/Commodity Hedging Agreements entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business so long as any agreement governing such IndebtednessCurrency/Commodity Hedging Agreement is not speculative in nature and is (i) subordinated related to income derived from foreign sales or operations of the Parent or any other Restricted Subsidiary or otherwise related to purchase permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Restricted Subsidiaries against fluctuations in the prices of raw materials unused in their business or (iii) entered into to protect the Parent or any of its Restricted Subsidiaries from exposure to adverse movements in foreign exchange; (vi) Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Guarantor to the Company, any Guarantor or any Non-Guarantor Restricted Subsidiary; provided that (a) any such Indebtedness of the Company shall be subordinated, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Securities, (b) any such Indebtedness of any Guarantor to any Non-Guarantor Restricted Subsidiary may incur shall be subordinated, pursuant to a written agreement, to such Guarantor’s obligations under this Section 4.08 Indenture and its Guarantee and (c) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person other than the Company or (other than in the case of Indebtedness owed by the Company) any Guarantor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall not be deemed to have incurred at such time Indebtedness not permitted by this clause (vi); (vii) Indebtedness of any Non-Guarantor Restricted Subsidiary to Parent or any Restricted Subsidiary; provided that (a) any such Indebtedness owed to the Company or any Guarantor shall be exceeded unsubordinated and (b) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person (other than the Company or any Guarantor) holds a Lien in respect of such Indebtedness, such Non-Guarantor Restricted Subsidiary shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vii); (viii) obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements; provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and so long as all obligations arising in connection with such obligations are extinguished within five Business Days of the date when such obligations arise; (ix) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business; (x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness incurred in the ordinary course of business, and Refinancings thereof, not to exceed $75.0 million at any one time outstanding; (xi) any of Parent’s Preference Shares B issued to Stichting B in accordance with the terms of Parent’s Articles of Association as the terms of Parent’s Preference Shares B thereunder are in effect on the date of this Indenture and in accordance with the put and call arrangements with Stichting B as in effect on the date of this Indenture or, in each case, as thereafter amended in a manner no less favorable to the Holders; (xii) Indebtedness of the Parent and the Guarantors used to refinance Parent’s Preference Shares C; provided however, that (a) the maturity date of such Indebtedness is on or after January 1, 2015 and there are no mandatory prepayments prior to such date other than in connection with a change of control, (b) no Default or Event of Default has occurred or would occur as a result of fluctuations in the exchange rates incurrence of currencies. For purposes such Indebtedness, (c) after giving effect to the incurrence of determining compliance with this Section 4.08:such Indebtedness and all other Indebtedness incurred on such date, the Consolidated Leverage Ratio of Parent is not more than 4.5 to 1.0 and (d) any such Indebtedness is pari passu or subordinated to the Securities; (axiii) Indebtedness of a Receivables Subsidiary in a Qualified Receivables Transaction, which Indebtedness shall not be guaranteed by or otherwise recourse (other than pursuant to Standard Securitization Undertakings) to Parent or any of its Restricted Subsidiaries or any of their assets (other than such Receivables Subsidiary and its assets); (xiv) guarantees by the outstanding principal amount Company or any Guarantor of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” Company or is entitled any Guarantor that was permitted to be incurred pursuant to this Indenture, substantially concurrently with such incurrence or at the Coverage Ratio Exception, time such Person becomes a Guarantor; (xv) Indebtedness of the Company shall, in its sole discretion, classify such item of Indebtedness in or any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed Guarantor payable to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more sellers of any Person acquired by Parent or any Restricted Subsidiary, which Indebtedness shall be unsecured and subordinated, pursuant to a written agreement, to the Company’s or such Guarantor’s obligations under this Indenture and the Securities or such Guarantor’s Guarantee, as the case may be, and Refinancings of such Indebtedness by the Company or any Guarantor, in an aggregate amount not to exceed $100.0 million at any one time outstanding; (xvi) Indebtedness in the form of guarantees of Indebtedness of the categories of Permitted Indebtedness described in clauses (3) through (19) Australian Subsidiaries of the definition Parent made by the Issuer or any Guarantor to the extent permitted by Section 4.11; (xvii) Indebtedness not for borrowed money arising from agreements of “Permitted Indebtedness” (Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and its Restricted Subsidiaries in connection with such disposition; (xviii) Indebtedness consisting of guarantees of loans made by third parties to management for the purpose of permitting management to purchase Equity Interests of Parent, in an aggregate amount not to exceed $10.0 million at any one time of reclassification it meets the criteria outstanding; (xix) Refinancing Indebtedness; and (xx) additional Indebtedness in such category or categories)an aggregate principal amount not to exceed $150.0 million at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "INCUR") any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness; provided. Notwithstanding the foregoing, however, that if no Default has or Event of Default shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor of its Subsidiaries may incur Indebtedness (including including, without limitation, Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case ifif on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, : - the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 greater than 1.50 to 1.0 1.0; - the ratio of the aggregate amount of Indebtedness outstanding on a consolidated basis to the Company's Consolidated Net Worth is less than 5.0 to 1.0; and -39- - the ratio of the aggregate amount of Senior Recourse Indebtedness outstanding on a consolidated basis to the sum of: (1) the “Coverage Ratio Exception”Company's Consolidated Net Worth; and (2) the aggregate amount of the Subordinated Indebtedness outstanding on a consolidated basis is less than 2.75 to 1.0; PROVIDED, HOWEVER, that the aggregate principal amount of such Subordinated Indebtedness is not in excess of the Company's Consolidated Net Worth. (1) the Total Assets (as defined in the indenture governing TriNet's outstanding publicly-held debt securities on the Measurement Date) of TriNet and its Subsidiaries as of the end of the calendar quarter covered in TriNet's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and (2) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by TriNet or any Subsidiary of TriNet since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. The Company will not, directly or indirectly, in any event incur any Indebtedness that purports above limitation shall terminate immediately upon TriNet ceasing to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness exist as a Subsidiary of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Note Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of such Subsidiary Guarantor. Notwithstanding any other provision in this Section 4.08, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in a merger or consolidation of TriNet with the exchange rates Company or the sale, transfer, disposition or distribution of currencies. For purposes all or substantially all of determining compliance with this Section 4.08: (a) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded; and (b) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant TriNet's assets to the Coverage Ratio Exception, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in such category or categories)Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company or any of its Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness), if no Default has occurred and is continuing at on the time of or would occur as a consequence date of the incurrence of any such Indebtedness, the Company or any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), and Restricted Subsidiaries which are not Guarantors may incur Acquired Indebtedness, in each case if, after giving effect to the incurrence thereofthereto, the Consolidated Fixed Charge Coverage Ratio of the Company for the most recent four fiscal quarters for which financial statements are available immediately preceding such incurrence is at least 2.0 greater than 2.0:1. The proviso to 1.0 (the foregoing sentence is referred to as the “Coverage Ratio Exception.”). The (b) Neither the Company will notnor any Guarantor shall incur, directly or indirectly, in any event incur any Indebtedness that which is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company. No Subsidiary Guarantor will, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) subordinated made expressly subordinate to the Note Notes or the Guarantee of such Subsidiary Guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Indebtedness. (c) In addition to the limitation imposed by the first paragraph of such Subsidiary Guarantor. Notwithstanding this covenant, any other provision in this Section 4.08, issuance of Additional Notes shall be subject to the maximum amount of Indebtedness further requirements that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.08: (a) the outstanding principal amount thereof shall not exceed $50.0 million, (b) 100% of the net proceeds of such issuance shall be applied to finance improvements or additions to the Primary Collateral, (c) the Mortgages shall be amended, if necessary, and additional mortgages granting a security interest in any additional Primary Collateral on terms no less favorable to the Holders than the terms of the Mortgages shall be delivered by the Company, as applicable, prior to or contemporaneously with such additional issuance so that the maximum amount secured by the Mortgages and such additional mortgages shall be an amount equal to the aggregate principal amount of the Notes issued under this Indenture (including any particular Indebtedness shall be counted only once Additional Notes previously issued and any obligation arising under any guaranteethe Additional Notes that are the subject of such issuance) less the aggregate principal amount of Notes theretofore redeemed, Liendischarged, letter of credit defeased or similar instrument supporting such Indebtedness shall be disregarded; and repurchased and (bd) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (3) through (19) of the definition of “Permitted Indebtedness” or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Company shall, in at its sole discretioncost and expense, classify such item have performed or caused to be performed all acts and executed any and all documents (including, without limitation, the authorization of Indebtedness in any manner that complies with this Section 4.08 (provided that all outstanding Indebtedness financing statement and continuation statement) for filing under the Credit Agreement on provisions of the Issue Date shall be deemed Uniform Commercial Code or under any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices which are necessary or reasonably requested by the Trustee in order to have been incurred pursuant grant and confirm the validity, perfection and first priority (subject to clause (3Permitted Liens) of the definition of “Permitted Indebtedness”) and may later reclassify such item into any one or more Liens in favor of the categories of Permitted Indebtedness described in clauses (3) through (19) Trustee for the benefit of the definition of “Permitted Indebtedness” (provided that at the time of reclassification it meets the criteria in Holders on such category or categories)additional Primary Collateral.