Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor With respect to the Subsidiaries, incur, create, incurissue, assume or permit to exist any IndebtednessIndebtedness or preferred stock, except: (a) obligations under the Loan Documents; (b) any other Indebtedness or preferred stock existing on the Effective Date and described having an aggregate principal amount (or, in Schedule 7.01 (and the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any Indebtedness that may be incurred after such Indebtedness, any extensions, renewals or replacements thereof to the Effective Date under commitments to extend extent the principal amount of such Indebtedness available on the Effective Date and so described)is not increased, and Indebtedness the proceeds of which are used solely to refinance such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing hereunder; (c) intercompany Indebtedness referred or preferred stock to in, and secured the extent owing to or held by Liens permitted under, Section 7.02(e)the Borrower or another Subsidiary; (d) Indebtedness referred of any Subsidiary incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, and secured extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness at any time outstanding permitted by Liens permitted underthis Section 7.01(d), Sections 7.02(cwhen combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 7.01(e) and 7.02(d)then outstanding and all Indebtedness incurred pursuant to Section 7.01(f) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness in respect incurred pursuant to Section 7.01(d) and then outstanding and Section 7.01(f) and then outstanding, not to exceed 15% of Consolidated Net Worth; (f) Indebtedness of any Person that becomes a Subsidiary after the Effective Date; provided that (i) documentary letters such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of credit and trade letters of credit incurred or in the ordinary course of business and connection with such Person becoming a Subsidiary, (ii) trade bank acceptance drafts immediately before and after such Person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness at any time outstanding permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 7.01(e) and then outstanding, shall not exceed 15% of Consolidated Net Worth; (g) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary;; and (h) additional Indebtedness arising from Domestic Securitization Transactions (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.02(k), provided that the 7.01 in an aggregate principal amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and outstanding (ior, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) other Indebtedness, provided that, as with the amount of obligations of the Effective Date Borrower and as of the time any Indebtedness is createdits Subsidiaries secured by Liens pursuant to Section 7.02(l) and then outstanding, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness not to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.015% of Tangible Consolidated Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableWorth.

Subsidiary Indebtedness. The Borrower Credit Parties will not permit any Domestic Subsidiary that is not an Obligor of the Restricted Subsidiaries (other than the Credit Parties (except as set forth in Section 6.3(c)(ii)) and the Pro Rata Additional Borrowers) to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) obligations Indebtedness existing as of the Closing Date under the Loan Documentsindustrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) above; (b) Indebtedness of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Restricted Subsidiary owing to a Credit Party or any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) other Indebtedness referred (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to ingiving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, and secured by Liens permitted under, Section 7.02(eany Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Indebtedness Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) documentary letters of credit and trade letters of credit incurred in any Permitted Securitization Transaction, to the ordinary course of business extent such obligations constitute Indebtedness and (ii) trade bank acceptance drafts any inventory financing arrangements so long as the aggregate principal amount Indebtedness in respect thereof incurred under this subsection(f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other than for borrowed moneyemployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (gi) Indebtedness owed in respect of any Subsidiary owing to overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any other Subsidiaryincurrence thereof; (hj) Indebtedness arising from Domestic Securitization Transactions permitted by in respect of judgments that do not constitute an Event of Default under Section 7.02(k7.1(i), provided that ; (k) Indebtedness consisting of the aggregate amount financing of insurance premiums with the providers of such Indebtedness shall not exceed $300,000,000 at any time outstandinginsurance or their Affiliates; and (il) Indebtedness created under this Agreement or any other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCredit Document.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor With respect to the Subsidiaries, incur, create, incurissue, assume or permit to exist any IndebtednessIndebtedness or preferred stock, except: (a) obligations under Indebtedness or preferred stock existing on the Loan Documentsdate hereof and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) any other Indebtedness created or existing on (i) hereunder or (ii) under the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessThree-Year Credit Agreement; (c) intercompany Indebtedness referred or preferred stock to in, and secured the extent owing to or held by Liens permitted under, Section 7.02(e)the Borrower or another Subsidiary; (d) Indebtedness referred of any Subsidiary incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, and secured extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by Liens permitted underthis Section 6.01(d), Sections 7.02(cwhen combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and 7.02(dall Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in respect excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that (i) documentary letters such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of credit and trade letters of credit incurred or in the ordinary course of business and connection with such person becoming a Subsidiary, (ii) trade bank acceptance drafts immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 at any time outstanding; (g) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary;; and (h) additional Indebtedness arising from Domestic Securitization Transactions or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 7.02(k6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), provided that when combined (without duplication) with the aggregate amount of such Indebtedness shall obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $300,000,000 100,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower Company will not permit ----------------------- any Domestic Subsidiary that other than a Subsidiary which is not an Obligor a party to a Subsidiary Guarantee to create, incur, assume incur or permit suffer to exist any IndebtednessIndebtedness to any Person other than the Company or a Subsidiary, except: except (ai) obligations under Indebtedness of the Loan Documents; (b) any other Indebtedness Company and its Subsidiaries existing on the Effective Covenant Transition Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)refinancings, and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to inrefundings, and secured by Liens permitted underrenewals or extensions thereof, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Indebtedness of any Loan Party pursuant to any Loan Document, (iii) Indebtedness of Subsidiaries incurred, in accordance with the ordinary course Existing Credit Agreement, in connection with the Company's acquisition of business; T & N plc (fiv) current liabilitiesadditional Indebtedness of Excluded Foreign Subsidiaries to the Company or any Subsidiary which is a party to a Subsidiary Guarantee in an aggregate principal amount not exceeding $200,000,000 at any time outstanding, other than for borrowed money, incurred in the ordinary course of business; (gv) Indebtedness of any Subsidiary which is not a party to a Subsidiary Guarantee owing to the Borrower or any other Subsidiary; Subsidiary which is not a party to a Subsidiary Guarantee, (hvi) Indebtedness arising from Domestic Securitization Transactions in the form of any investment permitted by Section 7.02(k7.11 as in effect on the Covenant Transition Date, (vii) Indebtedness secured by Liens permitted by Section 7.04(e), provided that including capital lease obligations, in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without any increase in the aggregate principal amount of such thereof) and (viii) Indebtedness which, together with the secured Indebtedness allowed under Section 7.04(n), shall not exceed $300,000,000 at any time outstanding; and forty percent (i40%) other Indebtedness, provided that, of Consolidated Net Worth (determined as of the Effective Date and as end of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as most recent fiscal quarter of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCompany).

Subsidiary Indebtedness. The Borrower WestRock will not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries (other than any “Borrower” as defined in the Existing Credit Agreement or any “Guarantor” as defined in the Existing Credit Agreement) to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) obligations Indebtedness existing as of the Effective Date in respect of industrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under the Loan Documentsclause (A) above; (b) Indebtedness of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Restricted Subsidiary owing to WestRock or any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) other Indebtedness referred (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to ingiving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility and secured by Liens permitted under, Section 7.02(eIndebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Indebtedness Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of WestRock or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) documentary letters of credit and trade letters of credit incurred in any Permitted Securitization Transaction to the ordinary course of business extent such obligations constitute Indebtedness and (ii) trade bank acceptance drafts any inventory financing arrangements so long as the aggregate principal amount of Indebtedness in respect thereof incurred under this subsection (f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other than for borrowed moneyemployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (gi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; (l) Indebtedness created under the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement); and (m) Indebtedness of any Restricted Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the is a Foreign Subsidiary in an aggregate amount of such Indebtedness shall not to exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable600,000,000.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary of the Borrower that is not an Obligor a Loan Party to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under Indebtedness of such Subsidiary owed to the Loan DocumentsBorrower or a Subsidiary of the Borrower; (b) any other Indebtedness existing outstanding on the Effective Date date hereof and described in listed on Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness7.02; (c) Guarantees in respect of Indebtedness referred to in, and secured by Liens otherwise permitted under, Section 7.02(e)hereunder; (d) Indebtedness referred to inof any Person that becomes a Subsidiary of the Borrower after the date hereof, and secured by Liens permitted under, Sections 7.02(c) and 7.02(dwhich Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (e) other Indebtedness in respect of such Subsidiaries, provided that the aggregate principal amount outstanding of such Indebtedness shall not exceed (i) documentary letters (x) so long as there are any loans outstanding under the Bridge Loan Agreement and (y) prior to the time the Borrower is Investment Grade, $50,000,000 in an aggregate principal amount outstanding, provided that the amount of credit Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(A) shall not exceed $150,000,000 and trade letters (ii) so long as (x) there are no loans outstanding under the Bridge Loan Agreement and (y) the Borrower is Investment Grade, $250,000,000 in an aggregate principal amount outstanding, provided that the amount of credit Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(B) shall not exceed $500,000,000, provided that if, the amount of Investments permitted in accordance with Section 7.03(c)(iv)(B) shall be increased to $1,000,000,000, the amount of Indebtedness incurred in accordance with this clause (e) plus the amount of Investments made in accordance with Section 7.03(c)(iv)(B) shall not exceed $1,000,000,000; (f) Indebtedness representing the purchase price of assets acquired in the ordinary course of business and (ii) trade bank acceptance drafts or Indebtedness incurred in solely for the ordinary course purpose of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business;acquiring such assets; and (g) Indebtedness any refinancings, refundings, renewals or extensions of any Subsidiary owing Indebtedness referred to the Borrower or any other Subsidiary; clauses (ha) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), through (f) above; provided that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any time outstanding; and (i) other Indebtednessexisting commitments unutilized thereunder, provided thatthe direct or any contingent obligor with respect thereto is not changed and the maturity thereof is not shortened to occur prior to the Maturity Date, as a result of the Effective Date and as of the time any Indebtedness is createdor in connection with such refinancing, incurred refunding, renewal or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableextension.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) obligations under Indebtedness outstanding on the Loan DocumentsClosingFirst Amendment Effective Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased above the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or arising under any other Indebtedness existing on Swap Contract, provided that such obligations are (or were) entered into by such Person for hedging purposes in the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)ordinary course of business, and Indebtedness the proceeds not for purposes of which are used solely to refinance such Indebtednessspeculation or taking a “market view”; (c) (i) purchase money Indebtedness referred (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to infinance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by Liens permitted underfixed assets and all renewals, Section 7.02(e)refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $35,000,000 at any one time outstanding; (d) so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness referred (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an Acquisition to inthe extent, and secured by Liens permitted underin each case, Sections 7.02(cthat such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) and 7.02(d)consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) Indebtedness in respect endorsement of (i) documentary letters items for deposit or collection of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred commercial paper received in the ordinary course of business; (f) intercompany Indebtedness permitted under Section 7.02; (g) obligations to purchase or redeem Equity Interests held by current liabilitiesor former partners, other than for borrowed moneyofficers, incurred directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; (gh) Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by shares of any Subsidiary owing to NASDAQ held by the Borrower or its Subsidiaries at any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), time or incurred in connection with a contractual right to receive any such shares in the future; provided that the aggregate amount of such Indebtedness shall be at customary advance rates and shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the an aggregate principal amount equal to the underlying value of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any shares which are the basis for such Indebtedness (the value of such shares to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or determined as of the date such Indebtedness is createdincurred); (i) Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of Affiliates and (ii) Guarantees by Berkeley Point to ▇▇▇▇▇▇ ▇▇▇ under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course of business; and (j) other unsecured Indebtedness in an aggregate principal amount not to exceed the difference of $30,000,000 and, without duplication, any Liens incurred or assumed, as applicablepursuant to Section 7.01(s).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that of Parent which is not an Obligor a Borrower hereunder to create, incurassume, assume incur or permit suffer to exist any Indebtedness, exceptIndebtedness or Contingent Obligations with respect to Indebtedness OTHER THAN: (a) obligations under the Loan DocumentsDefeased Debt; (b) any other secured Indebtedness existing on the Effective Date (including Capital Lease Obligations) and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of Contingent Obligations which are used solely to refinance such Indebtednesspermitted by Sections 6.4(e) or 6.4(f); (c) unsecured Indebtedness referred and Contingent Obligations which were created, assumed or incurred by such Subsidiary prior to inits acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, and secured by Liens permitted under, Section 7.02(e)renewals or extensions thereof; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit credit, surety bonds and trade letters other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of business their business; and (e) Intercompany Debt, PROVIDED such Indebtedness is not subject to any Lien (other than Liens in favor of the Administrative Agent and (ii) trade bank acceptance drafts incurred in the ordinary course of businessLenders); (f) current liabilitiesContingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any management agreement, development agreement or other than for borrowed moneysimilar instruments to which such Management Companies are also party, incurred in PROVIDED that (i) the ordinary course assets of business;each Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time, and (ii) the aggregate amount of assets of all Subsidiaries issuing guarantees permitted by this Section 6.7(f) shall not exceed 5% of Net Tangible Assets at any time; and (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)Persons in which such Joint Venture Holding Companies own equity securities, provided PROVIDED that the aggregate amount of other Persons owning such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other equity securities have also ratably guaranteed such Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower Obligors will not permit any Domestic Subsidiary that is not an (other than the Company and any Non-Obligor Finance Subsidiary) to create, assume, incur, assume guarantee or permit to exist otherwise become liable in respect of any Indebtedness, exceptexcluding from the operation of this Section: (a) obligations under Indebtedness of any Subsidiary outstanding on the Loan Documentsdate hereof as specified in Schedule 5.15 and any extension, renewal or replacement of any such Indebtedness, provided that the principal amount of such Indebtedness is not increased; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments secured by Liens of a Subsidiary permitted pursuant to extend such Indebtedness available on the Effective Date and so describedSections 10.3(k), and Indebtedness (m), (n), (o) or (p) or, to the proceeds of which are used solely extent applicable to refinance such Indebtednessa Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) Indebtedness referred to inof a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, and secured by Liens permitted underrenewal or refunding thereof, Section 7.02(e)provided that the principal amount of such Indebtedness is not increased; (d) Indebtedness referred owing to in, either Obligor or to any Subsidiary other than any Non-Obligor Finance Subsidiary and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)any Project Subsidiary; (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessany Subsidiary Guarantor; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business;Limited Recourse Indebtedness; and (g) Indebtedness of any Subsidiary owing in addition to the Borrower or any other Subsidiary; that described in clauses (ha) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)through (f) above, provided that that, upon the incurrence of such Indebtedness, the sum (without duplication) of (1) the aggregate amount of such all Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date Obligors and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause their Subsidiaries secured by Liens pursuant to Section 10.3(s) and (i), 2) the aggregate principal amount of all Indebtedness outstanding in reliance on incurred by Subsidiaries pursuant to this clause (ig), shall not exceed 15% of Consolidated Tangible Assets at such time. For purposes of this Section 10.4, any Subsidiary Guarantor that shall be released from its Subsidiary Guarantee pursuant to Section 9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (together with other than Indebtedness that would otherwise be subject to an exclusion set forth in any of clauses (a) through (d) and (f) above) on the aggregate principal amount date of any such release and such Indebtedness to shall be created, incurred or assumed included in reliance on this the calculation set forth in clause (i)g) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under Indebtedness existing on the Loan Documentsdate hereof; (b) Any Indebtedness incurred to refinance any other Indebtedness existing of any Subsidiary outstanding on the Effective Closing Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced, plus any interest, fees and described premiums incurred in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessconnection therewith; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Borrower or to any Subsidiary other than any Excluded Subsidiary; (d) Guarantees of any Subsidiary in respect of Indebtedness referred to in, and secured by Liens otherwise permitted under, Sections 7.02(c) and 7.02(d)hereunder so long as such Subsidiary is a Guarantor hereunder; (e) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract and accelerated purchase agreements in connection with transactions permitted pursuant to Section 7.06(d), provided that as to any Swap Contract such Swap Contract does not contain any provision exonerating either party from its obligation to make any termination or other payment to the other party with respect to any terminated transaction upon termination of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businesssuch Swap Contract, or any transaction outstanding thereunder, by either party; (f) current liabilitiesIndebtedness in respect of capital leases, other than Synthetic Lease Obligations and purchase money obligations for borrowed moneyfixed capital assets within the limitations set forth in Section 7.01(k); provided, incurred in however, that the ordinary course aggregate amount of businessall such Indebtedness at any one time outstanding shall not exceed $25,000,000; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiaryextent constituting Indebtedness, a sale and leaseback transaction permitted pursuant to Section 7.05(f); (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the assumed or incurred in connection as to all Permitted Acquisitions in an aggregate principal amount of such Indebtedness shall not to exceed $300,000,000 10,000,000 at any time outstanding; (i) Indebtedness in the form of purchase price adjustments, holdbacks and other similar contingent payment obligations in respect of any Permitted Acquisition; and (ij) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed all Subsidiaries in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding not to exceed, at any time $50,000,000 in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableaggregate.

Subsidiary Indebtedness. The Borrower Obligors and the Parent Guarantor will not permit any Domestic Subsidiary that is not an (other than the Company, the Guarantor and any Non-Obligor Finance Subsidiary) to create, assume, incur, assume guarantee or permit to exist otherwise become liable in respect of any Indebtedness, exceptexcluding from the operation of this Section: (a) obligations under Indebtedness of any Subsidiary outstanding on the Loan Documentsdate hereof as specified in Schedule 5.15 and any extension, renewal or replacement of any such Indebtedness, provided that the principal amount of such Indebtedness is not increased; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments secured by Liens of a Subsidiary permitted pursuant to extend such Indebtedness available on the Effective Date and so describedSections 10.3(k), and Indebtedness (m), (n), (o) or (p) or, to the proceeds of which are used solely extent applicable to refinance such Indebtednessa Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) Indebtedness referred to inof a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, and secured by Liens permitted underrenewal or refunding thereof, Section 7.02(e)provided that the principal amount of such Indebtedness is not increased; (d) Indebtedness referred owing to inthe Parent Guarantor, either Obligor or to any Subsidiary other than any Non-Obligor Finance Subsidiary and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)any Project Subsidiary; (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessany Subsidiary Guarantor; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business;Limited Recourse Indebtedness; and (g) Indebtedness of any Subsidiary owing in addition to the Borrower or any other Subsidiary; that described in clauses (ha) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)through (f) above, provided that that, upon the incurrence of such Indebtedness, the sum (without duplication) of (1) the aggregate amount of such all Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i)Parent Guarantor, the Obligors and their Subsidiaries secured by Liens pursuant to Section 10.3(s) and (2) the aggregate principal amount of all Indebtedness outstanding in reliance on incurred by Subsidiaries pursuant to this clause (ig), shall not exceed 15% of Consolidated Tangible Assets at such time. For purposes of this Section 10.4, any Subsidiary Guarantor that shall be released from its Subsidiary Guarantee pursuant to Section 9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (together with other than Indebtedness that would otherwise be subject to an exclusion set forth in any of clauses (a) through (d) and (f) above) on the aggregate principal amount date of any such release and such Indebtedness to shall be created, incurred or assumed included in reliance on this the calculation set forth in clause (i)g) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under Indebtedness outstanding on the Loan Documentsdate hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (b) obligations (contingent or otherwise) of the Borrower or any other Indebtedness Subsidiary existing on or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Effective Date and described ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend value of securities issued by such Indebtedness available on the Effective Date and so described)Person, and Indebtedness not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the proceeds of which are used solely non-defaulting party from its obligation to refinance such Indebtednessmake payments on outstanding transactions to the defaulting party; (c) Indebtedness referred to in, and in an aggregate principal amount that when taken together with all obligations secured by Liens pursuant to the last sentence of Section 7.01 and all Attributable Indebtedness in respect of Sale and Lease-Back Transactions permitted underpursuant to Section 7.05 does not exceed as of the date such Indebtedness is incurred an amount equal to 20% of the Borrower’s Consolidated Net Tangible Assets, provided, that the Borrower may elect to cause the Initial Guaranty Date to occur and if it shall do so, then from and after the Initial Guaranty Date, the limitation on Indebtedness set forth in this Section 7.02(e);7.03(c) shall limit only Indebtedness of Non-Guarantor Subsidiaries; and (d) Indebtedness referred to in, and secured owed by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations Indebtedness created under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (extensions, renewals and replacements of any such Indebtedness that may be incurred after do not increase the Effective Date under outstanding principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or replacement and by an amount equal to any existing commitments to extend unutilized thereunder) or result in an earlier maturity date or, in the case of Indebtedness other than revolving Indebtedness, decreased weighted average life thereof as long as: (i) such Indebtedness available on in any individual case has an outstanding principal balance of $10,000,000 or less or (ii) to the Effective Date and so describedextent the Indebtedness exceeds the limit in the immediately preceding clause (i), and such Indebtedness the proceeds of which are used solely to refinance such Indebtednessis described on Schedule 6.01 hereto or is otherwise permitted by this Section 6.01; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Borrower or of any Subsidiary to any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness referred to in, and secured by Liens or other obligations of any other Subsidiary permitted under, Sections 7.02(c) and 7.02(d)hereunder; (e) Indebtedness arising in respect of (i) documentary letters of credit connection with Hedge Agreements entered into not for speculative purposes and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, Indebtedness incurred in the ordinary course on behalf of business; (g) or representing Guarantees of Indebtedness of any Subsidiary owing joint ventures in an aggregate principal amount not to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 50,000,000 at any time outstanding; and (ig) other IndebtednessIndebtedness for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of any Subsidiary; provided that, as that the aggregate principal amount of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on permitted by this clause paragraph (ig), when combined (without duplication) with the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness secured obligations incurred pursuant to be createdSection 6.02(e), incurred or assumed in reliance on this clause (i)) does shall not exceed the greater of (i) $250,000,000 and (ii) 5.07.5% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableConsolidated Total Assets at any time outstanding.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries to directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations under the Loan DocumentsObligations; (bii) any other Permitted Existing Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Permitted Refinancing Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eiii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iiv) documentary letters (a) Indebtedness arising from intercompany loans and advances permitted under Section 7.3(D); provided, that if any Borrower or Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of credit and trade letters of credit incurred in the ordinary course of business Obligations and (iib) trade bank acceptance drafts Contingent Obligations permitted under Section 7.3(D) with respect to Indebtedness of any Obligor or other Subsidiary permitted hereunder; (v) Indebtedness secured by Liens permitted by clauses (iv), (v) and (vii) of Section 7.3(C); and (vi) Indebtedness of any Person outstanding on the date on which such Person becomes a Subsidiary of the Company or is merged into or consolidated with or into any of its Subsidiaries and Indebtedness assumed by any Subsidiary of the Company in connection with any acquisition; provided that such Indebtedness was not created in connection with, or in anticipation of, such acquisition and the amount of such Indebtedness is not increased thereafter unless solely as a result of capitalization of interest or otherwise incurred under another subsection of this Section 7.3(A) substantially contemporaneously with such merger or consolidation, and any Permitted Refinancing Indebtedness; (vii) Indebtedness representing deferred compensation to employees of any Subsidiaries of the Company incurred in the ordinary course of business; (fviii) current liabilitiesIndebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, other than for borrowed moneyin each case, incurred in the ordinary course of business; (gix) cash management obligations and other Indebtedness in respect of any Subsidiary owing to the Borrower netting services, automatic clearinghouse arrangements, employees credit or any other Subsidiarypurchase cards, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (hx) Indebtedness arising from relating to Disqualified Stock issued to any Borrower or Subsidiary Guarantor and not issued by the Company or any Domestic Securitization Transactions permitted Subsidiary that is a Subsidiary Guarantor (unless such Disqualified Stock is issued by Section 7.02(ksuch a Subsidiary Guarantor to the Company), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (ixi) other Indebtedness, Indebtedness of a type not referred to elsewhere in this Section 7.3(A) incurred by the Company’s Subsidiaries; provided that, as that no Default or Unmatured Default shall have occurred and be continuing at the date of the Effective Date such incurrence or would result therefrom; and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), provided further that the aggregate principal outstanding amount of all Indebtedness outstanding in reliance on this clause incurred by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to clauses (i) through (together with the aggregate principal amount x) of this Section 7.3(A)) shall not exceed, as of any such Indebtedness date, an amount equal to be created, incurred or assumed in reliance on this clause ten percent (i)10%) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth Consolidated Assets as of the Effective Date or as end of the date fiscal quarter immediately preceding such Indebtedness is created, incurred or assumed, as applicabledate.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to createenter into, directly or indirectly, issue, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Guarantee any Indebtedness that may be incurred after unless (A) the Effective Date under commitments Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to extend such Indebtedness available on documentation in form and substance reasonably satisfactory to the Effective Date Administrative Agent and so described), and Indebtedness (B) at the proceeds time of which are used solely to refinance any incurrence of such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all such Indebtedness outstanding of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (1) through (4) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on this clause the final proviso to Section 7.1, shall not exceed the Maximum Priority Amount at such time, except (i1) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (together and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) any Indebtedness in effect as of the Closing Date that is listed on Schedule 7.7 (and any refinancing, refunding, renewal or extension of such Indebtedness to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed secured by Liens in reliance on this clause (iSection 7.1(M)) does , not to exceed the greater of (i) $250,000,000 200,000,000 at any one time outstanding and (ii4) 5.0% Indebtedness of Tangible Net Worth as of a Subsidiary to the Effective Date Borrower or as of the date such Indebtedness is created, incurred or assumed, as applicableanother Subsidiary.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations Indebtedness of the Subsidiaries under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (iiii) documentary letters Indebtedness in respect of credit obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary, or (b) from the Company to any wholly-owned Subsidiary, or (c) from Lea▇▇▇▇ ▇▇nance Company B.V., a Netherlands corporation and trade letters wholly-owned Subsidiary of credit incurred the Borrower, to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $20,000,000 at any time; provided, that if either the ordinary course Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of business the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.3(O); (vii) Indebtedness with respect to surety, appeal and (ii) trade bank acceptance drafts incurred performance bonds and Performance Letters of Credit obtained by any of the Company's Subsidiaries in the ordinary course of business; (fviii) current liabilities, other than for borrowed money, incurred Indebtedness (a) evidenced by letters of credit in an aggregate face amount not to exceed at any time $35,000,000 issued in the ordinary course of businessbusiness to secure obligations of the Company and its Subsidiaries under workers' compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, and (b) constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the Employee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to time; (gix) Indebtedness from and after the date of any Subsidiary owing the H-B Acquisition, the term indebtedness originally issued by How▇-▇▇▇▇▇ ▇▇ favor Air Liquide and assumed by the Company pursuant to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the H-B Acquisition Agreement in an aggregate principal amount of such Indebtedness shall not exceed up to $300,000,000 at any time outstanding5,700,000; and (ix) other Other Indebtedness, including Permitted Existing Indebtedness, in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Company's Subsidiaries; provided that, as that no Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the Effective Date and as aggregate outstanding amount of all Indebtedness incurred by the time any Company's Subsidiaries (other than Indebtedness is created, incurred or assumed in reliance on this clause pursuant to clauses (i), the aggregate principal amount (ii), (iv), (v), (vi), (vii), (viii) and (ix) of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (iSection 7.3(A)) does shall not at any time exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable20,000,000.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) obligations Indebtedness of the Subsidiaries under this Agreement or the Loan DocumentsSubsidiary Guaranty; (b) Indebtedness in respect of guaranties executed by any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Subsidiary Guarantor with respect to any Indebtedness that may be incurred after of the Effective Date under commitments to extend Company, provided such Indebtedness available on is not incurred by the Effective Date and so described), and Indebtedness the proceeds Company in violation of which are used solely to refinance such Indebtednessthis Agreement; (c) Indebtedness referred to in, and in respect of obligations secured by Liens permitted under, Section 7.02(e)Customary Permitted Liens; (d) Indebtedness referred to in, and secured constituting Contingent Obligations permitted by Liens permitted under, Sections 7.02(c) and 7.02(d)Section 6.05; (e) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms reasonably satisfactory to the Administrative Agent; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (ig) documentary letters Indebtedness with respect to surety, appeal and performance bonds obtained by any of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Company’s Subsidiaries in the ordinary course of business; (fh) current liabilities, other than for borrowed money, Indebtedness incurred in pursuant to the ordinary course of businessDutch Credit Agreement; (gi) Indebtedness incurred in connection with any Permitted Receivables Facility; (j) Indebtedness under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (k) Indebtedness of any Subsidiary owing to the Borrower or assumed in connection with any other SubsidiaryPermitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (hl) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingSeparation Obligations; and (im) Other Indebtedness in addition to that referred to elsewhere in this Section 6.01 incurred by the Company’s Subsidiaries; provided that no Default or Event of Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Company’s Subsidiaries (other Indebtednessthan Indebtedness incurred pursuant to clauses (a), provided that(b), as of the Effective Date and as of the time any Indebtedness is created(e), incurred or assumed in reliance on this clause (f), (h), (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (ij) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (iil) 5.0of this Section 6.01) shall not at any time exceed 25% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCompany’s Consolidated Total Capitalization.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor (other than a Subsidiary Guarantor) to create, incur, assume incur or permit suffer to exist any Indebtedness, exceptother than: (a) obligations under Indebtedness existing on the Loan Documentsdate of this Agreement and described on Schedule 7.01; (b) any other Indebtedness existing on secured by Liens permitted pursuant to the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so describedterms of Section 7.02(a)(iii), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any such Subsidiary owing to the Borrower Company or any other Subsidiary; (hd) [Reserved]; (e) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(kthe renewal or extension of any Indebtedness described in clauses (a), (b), (f) or (k), provided that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension; (f) Indebtedness owing by such Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (in the case of any time outstanding; andIndebtedness secured by any Liens on assets of such Subsidiary); (g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; (h) Indebtedness, if any, which may be deemed to exist with respect to Swap Agreements; (i) other Indebtedness, provided thatif any, as that may exist in respect of the Effective Date deposits or payments made by customers or clients of such Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and as related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing−house transfers of the time any funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (k) other Indebtedness is created, of such Subsidiaries not described in clauses (a) through (j) or (l) incurred or assumed in reliance created following the Closing Date so long as on this clause the date of such incurrence or creation the sum of (i), A) the aggregate principal amount of such Indebtedness and (B) the aggregate principal amount of all Indebtedness outstanding in reliance on this clause incurred under clauses (ia), (e) (together with in the aggregate principal amount case of any renewals or extension of Indebtedness described in clauses (a) or (k)), and (k) and outstanding on such Indebtedness to be createddate, incurred or assumed in reliance on this clause (i)) does not exceed the greater an amount equal to twenty-five percent (25%) of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as at the end of the Effective Date Company’s most recently ended Fiscal Quarter for which financial statements have been made available, or as of are required to have been made available, to the date Administrative Agent prior to such Indebtedness is createddate; and (l) all premiums (if any), incurred interest, fees, expenses, charges and additional or assumed, as applicablecontingent interest on obligations described in clauses (a) through (k).

Subsidiary Indebtedness. The Borrower Parent will not permit any Domestic Subsidiary that is not an Obligor a Loan Party to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of the Parent or another Subsidiary), except: (a) obligations under Indebtedness owing to the Loan DocumentsParent or another Subsidiary; (b) any other Guarantees of Indebtedness existing on of another Subsidiary that is not a Loan Party, to the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend extent such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessis permitted by this Section 7.01; (c) Indebtedness referred to inof any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Indebtedness shall not be Guaranteed by the Parent or any other Subsidiary, and secured by Liens permitted underexcept Indebtedness that, Section 7.02(e)in the aggregate, but without duplication, does not exceed $25,000,000 may be Guaranteed; (d) Indebtedness referred incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and secured extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by Liens permitted under, Sections 7.02(cthis clause (d) and 7.02(d)shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness incurred in respect relation to arrangements made in the ordinary course of business to facilitate the operation of bank accounts on a net balance basis; (if) documentary letters of credit and trade letters of credit short term Indebtedness from banks incurred in the ordinary course of business pursuant to a facility required in order to comply with rules and (ii) trade bank acceptance drafts incurred in regulations issued from time to time by regulatory authorities; provided that such compliance is required for the ordinary course of applicable Subsidiary to remain licensed to conduct its business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business;; and (g) other Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; in an aggregate principal amount (hfor all such Subsidiaries combined, but without duplication) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed exceeding $300,000,000 100,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower Lessee will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (ai) obligations under Indebtedness owed to the Loan DocumentsLessee or to another Subsidiary; (bii) any other Indebtedness existing on the Effective Date and described date hereof; provided that to the extent any item of such Indebtedness exceeds $5,000,000, or the aggregate of all such Indebtedness exceeds $25,000,000, such Indebtedness shall be identified in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e9.5(a); (diii) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)Permitted Liens; (eiv) Capitalized Lease Obligations not to exceed $100,000,000; (v) Indebtedness outstanding when a Person becomes a Subsidiary or is merged or consolidated with another Subsidiary, provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (vi) Indebtedness in respect of (i) documentary letters of credit and trade letters issued to support the purchase of credit incurred in goods by the ordinary course of business and (ii) trade bank acceptance drafts incurred applicable Subsidiary in the ordinary course of business; (fvii) current liabilitiesIndebtedness in respect of commercial letters of credit issued to support liabilities of a Subsidiary relating to worker's compensation, other than for borrowed moneyjudgments pending appeal (and as to which there is no Event of Default under any Operative Agreement), incurred construction or similar liabilities in the ordinary course of business; (gviii) Suretyship Liabilities constituting guarantees of the Lessee's unsecured Indebtedness, provided such Indebtedness of any Subsidiary owing is not senior to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)obligations of the Lessee under the Corporate Loan Documents and such guarantees contain language in substantially the form attached as Exhibit E hereto; and Suretyship Liabilities constituting guarantees of the Lessee's Synthetic Lease Facilities, PARTICIPATION AGREEMENT provided that such guarantees contain language in substantially the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingform attached as Exhibit E hereto; and (iix) other IndebtednessIndebtedness not otherwise permitted by the foregoing clauses of this Section 9.5(a) so long as the sum, provided thatwithout duplication, as of the Effective Date (x) all such Indebtedness and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of y) all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)secured by Liens permitted solely by Section 9.5(b)(vi) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableAssets.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to to, create, incur, assume or permit to exist any Indebtedness, except: (a) obligations Indebtedness under the Loan Credit Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness[reserved]; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement; (f) obligations under (i) Swap Agreements entered into to hedge or mitigate risks to which t any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries) or (ii) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Subsidiary; (g) Indebtedness (if any) of any Subsidiary arising or deemed to arise out of any Permitted Receivable Sales Transaction; (h) Indebtedness arising from Domestic Securitization Transactions permitted under notional pooling cash management arrangements to the extent not matched by Section 7.02(k), provided that cash deposits of any Subsidiary or in connection with commodities or securities accounts; (i) Indebtedness of any Subsidiary which constitutes Receivables Transaction Attributed Indebtedness in an aggregate principal amount (when aggregated with the aggregate amount Receivables Transaction Attributed Indebtedness of such Indebtedness shall the Borrower) not exceed exceeding $300,000,000 250,000,000 at any time outstanding; (j) Indebtedness of any Person which becomes a Subsidiary after the date hereof existing prior to the acquisition thereof or of its parent by the Borrower or any Subsidiary and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is not incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (ii) neither the Borrower nor any Subsidiary shall be liable for such Indebtedness; and (ik) other Indebtedness of any Subsidiary so long as, both before and after giving effect to the incurrence of such Indebtedness, provided that, the Borrower is in pro-forma compliance with Section 6.06 as of the Effective Date and as date of such incurrence. Notwithstanding the time any Indebtedness is createdforegoing, incurred or assumed in reliance on this clause (i), the Borrower will not permit the aggregate principal amount of all Indebtedness Borrowed Debt of the Borrower’s Subsidiaries outstanding in reliance on this clause (i) (together with the aggregate principal amount of at any such Indebtedness to be created, time and incurred or assumed in reliance on this clause permitted pursuant to clauses (e), (h), (i), (j) does not exceed the greater of (i) $250,000,000 and (iik) 5.0of this Section 6.01 to exceed an amount equal to 15% of Tangible the Consolidated Net Worth as Assets of the Effective Date or as Borrower and its Subsidiaries (determined by reference to the most recent consolidated financial statements of the date such Indebtedness is created, incurred or assumed, as applicableBorrower delivered pursuant to Section 5.01).

Subsidiary Indebtedness. The Borrower Parent and the Company each will not permit any Domestic Subsidiary that is not an Obligor to a Subsidiary Guarantor to, create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under Indebtedness existing on the Loan DocumentsRestatement Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; (b) Indebtedness of any such Subsidiary to the Parent, the Company or any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessGroup member; (c) Guarantees by any such Subsidiary of Indebtedness referred to inof the Parent, and secured by Liens permitted under, Section 7.02(e)the Company or any other Group member; (d) Indebtedness referred of any such Subsidiary incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and secured extensions, renewals and replacements of any such Indebtedness; provided that the aggregate principal amount of Indebtedness permitted by Liens permitted under, Sections 7.02(cthis clause (d) and 7.02(d)shall not exceed $50,000,000 at any time outstanding; (e) Indebtedness of any such Subsidiary as an account party in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred issued in the ordinary course of business; (f) current liabilitiesIndebtedness under interest rate, other than for borrowed money, incurred commodities and foreign currency exchange protection agreements entered into in the ordinary course of businessbusiness to manage existing or anticipated risks and not for speculative purposes; (g) Indebtedness of any such Subsidiary owing to the Borrower or under any other SubsidiaryPermitted Securitization; (h) Indebtedness arising from Domestic Securitization Transactions permitted of any such Subsidiary secured by Section 7.02(k), a Lien on any asset of any Group member; provided that the aggregate outstanding principal amount of such Indebtedness permitted by this clause (h) shall not in the aggregate exceed $300,000,000 100,000,000 at any time outstandingtime; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any unsecured Indebtedness is created, incurred or assumed in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not exceeding $150,000,000 at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicabletime outstanding.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations Indebtedness of the Subsidiaries under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (iiii) documentary Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary to any wholly-owned Subsidiary, (b) the Company to any wholly-owned Subsidiary, (c) L▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to H▇▇▇▇▇ CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.3(O); (vii) Indebtedness (a) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company’s Subsidiaries in the ordinary course of business, and (b) incurred or maintained by any of the Company’s Subsidiaries under the Letter of Credit Agreement; (viii) Indebtedness (a) evidenced by letters of credit and trade letters of credit incurred credit, bank guarantees or other similar instruments in an aggregate face amount not to exceed at any time $50,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or other similar instruments, and (iib) trade bank acceptance drafts incurred constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the ordinary course of business; (f) current liabilitiesEmployee Benefits Disaffiliation Agreement dated January 1, other than for borrowed money1997, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing between Chicago Bridge & Iron Company and Praxair, as amended from time to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingtime; and (ia) Permitted Existing Indebtedness and (b) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is createdin addition to that referred to elsewhere in this Section 7.3(A), incurred by the Company’s Subsidiaries, provided that no Default or assumed in reliance on this clause (i)Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and provided further that the aggregate principal outstanding amount of all Indebtedness outstanding in reliance on incurred by the Company’s Subsidiaries under this clause (iix)(b) (together with the aggregate principal amount of shall not at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not time exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable20,000,000.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under Indebtedness of any Subsidiary outstanding on the Loan DocumentsEffective Date, which Indebtedness (in the case of any item of Indebtedness in a principal amount in excess of $50,000,000) is described on Schedule 6.04, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Indebtedness of any Subsidiary to the Borrower or any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (Subsidiary, and any Guarantee by any Subsidiary of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessany other Subsidiary; (c) any Guarantee by any Subsidiary of Indebtedness referred of the Borrower, provided that such Subsidiary has Guaranteed the Obligations under a Guarantee in form and substance reasonably satisfactory to inthe Administrative Agent (which Guarantee of the Obligations shall not be more restrictive or burdensome than such other Guarantee (and, in the event such other Guarantee is subordinated to any other obligations, may be subordinated to such other obligations on substantially similar terms) and secured by Liens permitted under, Section 7.02(eshall provide for an automatic release thereof upon release of such other Guarantee); (d) Indebtedness referred of any Subsidiary incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and secured by Liens permitted underrefinancings, Sections 7.02(c) extensions, renewals and 7.02(d)replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 360 days after such acquisition or the completion of such construction or improvement; (e) Indebtedness of any Person (including the Target and its Subsidiaries) that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Effective Date, or Indebtedness of any Person that is assumed by any Subsidiary in respect connection with an acquisition of assets by such Subsidiary after the Effective Date (iso long as such assumed Indebtedness encumbers such assets), provided that such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) documentary letters of credit or such assets are acquired and trade letters of credit incurred is not created (in the ordinary course case of business the Target or any of its Subsidiaries, with the consent of the Borrower) in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired, and (ii) trade bank acceptance drafts incurred in extensions, renewals and replacements thereof that do not increase the ordinary course of businessoutstanding principal amount thereof; (f) current liabilities, other than for borrowed money, incurred Indebtedness of any Subsidiary (i) as an account party in respect of trade letters of credit or letters of credit of the type referred to in the ordinary course definition of businessthe term “Permitted Encumbrances” or (ii) to the extent arising in connection with any Permitted Encumbrances or any Lien permitted pursuant to Section 6.02(f) or (g); (g) Indebtedness owed in respect of any Subsidiary owing to overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any other Subsidiaryincurrence thereof; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount Limited Recourse Debt of such Indebtedness shall not exceed $300,000,000 at any time outstanding; andProject Finance Subsidiary; (i) Indebtedness of Foreign Subsidiaries incurred to finance the working capital needs of Foreign Subsidiaries; (j) any other Indebtedness, Indebtedness of any Subsidiary; provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), that the aggregate principal amount of such other Indebtedness of all Indebtedness the Subsidiaries outstanding in reliance on this clause (i) (together with the aggregate principal amount of at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) time does not exceed $200,000,000; and (k) Indebtedness incurred in connection with the greater securitization of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as receivables of the Effective Date Borrower or as any of the date such Indebtedness is created, incurred or assumed, as applicableits Subsidiaries.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under Indebtedness of any Subsidiary to the Loan DocumentsBorrower or any other Subsidiary; (b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessGuaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness referred owed to in, and secured by Liens permitted under, Section 7.02(e); any Person (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness including obligations in respect of (i) documentary letters of credit and trade letters for the benefit of credit incurred such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in the ordinary course of business and (ii) trade bank acceptance drafts each case incurred in the ordinary course of business; (fd) current liabilitiesIndebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), incurred in each case provided in the ordinary course of business; (ge) Indebtedness of any a Subsidiary owing in respect of non-speculative Swap Contracts relating to the Borrower business or operations of such Subsidiary; (f) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five (5) Business Days; (g) any other SubsidiaryIndebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness does not exceed the principal amount of the securities sold; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that consisting of the aggregate amount financing of such Indebtedness shall not exceed $300,000,000 at any time outstanding; andinsurance premiums in the ordinary course of business; (i) other IndebtednessIndebtedness arising from agreements of any Subsidiary providing for indemnification, provided thatadjustment of purchase or acquisition price or similar obligations, as of the Effective Date and as of the time any Indebtedness is createdin each case, incurred or assumed in reliance on connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this clause Agreement; (j) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $50,000,000 at any one time outstanding; (m) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and (p) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $250,000,000 at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iq) (together with the aggregate principal amount of any such Indebtedness for which financial statements have been or were required to be created, incurred delivered pursuant to paragraph (a) or assumed in reliance on this clause (i)b) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableSection 6.01.

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under (i) Indebtedness existing on the Loan DocumentsInitial Effective Date (including, for the avoidance of doubt, the Permitted Surviving Indebtedness), (ii) Indebtedness incurred or assumed after the date hereof but on or before the Effective Date (giving effect to the Transactions) to the extent permitted by the Master Agreement as in effect on the Initial Effective Date and without giving effect to any consent thereunder (including, for the avoidance of doubt, the Permitted Surviving Indebtedness) and (iii) modifications, extensions, renewals, replacements or refinancings of such Indebtedness (other than modifications, extensions, renewals, replacements or refinancings of Indebtedness described in clause (i) above that are consummated after the Effective Date unless such Indebtedness constitutes Permitted Surviving Indebtedness or is incidental to the operations of a Restricted Subsidiary) that do not increase the outstanding principal amount thereof; (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) Indebtedness referred of any Restricted Subsidiary that guarantees the Obligations pursuant to in, and secured by Liens permitted under, Section 7.02(e)a Guarantee Agreement; (d) Indebtedness referred to in, and secured Any Specified Non-Recourse Debt or any securitization transaction permitted by Liens permitted under, Sections 7.02(c) and 7.02(dSection 7.01(m); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters issued for the account of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred any Restricted Subsidiary in the ordinary course of business;; and (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Other Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)Restricted Subsidiaries that are not Guarantors, provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, so long as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) thereof does not exceed the greater of at any time an amount equal to (ix) $250,000,000 and 1,500,000,000 less (iiy) 5.0% the amount, if any, of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablesecured by Liens pursuant to Section 7.01(q).

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations Indebtedness of the Subsidiaries under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such Indebtedness is not incurred by the Borrower in violation of this Agreement; (iiii) documentary letters Indebtedness in respect of credit obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(O); (vii) Indebtedness with respect to surety, appeal and trade letters performance bonds obtained by any of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Borrower’s Subsidiaries in the ordinary course of business; (fviii) current liabilities, other than for borrowed money, Indebtedness incurred in connection with the ordinary course of business; (g) Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall incurred in connection therewith does not exceed $300,000,000 250,000,000 in the aggregate at any time outstandingtime; and (iix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower’s Subsidiaries; provided that no Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Borrower’s Subsidiaries (other Indebtedness, provided that, as of the Effective Date and as of the time any than Indebtedness is created, incurred or assumed in reliance on this clause pursuant to clauses (i), the aggregate principal amount (ii), (v), (vi) and (viii) of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (iSection 7.3(A)) does shall not at any time exceed the greater of (i) $250,000,000 and (ii) 5.020% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableBorrower’s Consolidated Total Capitalization.

Subsidiary Indebtedness. The Borrower Company will not at any time permit any Domestic Subsidiary that is not an Obligor Subsidiary, directly or indirectly, to create, incur, assume or assume, guarantee, permit to exist or otherwise become directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (a) obligations under Indebtedness of a Subsidiary (other than Guaranties) outstanding on the Loan Documentsdate hereof and described on Schedule 10.6, and any extension, renewal or refunding of such Indebtedness, provided that the principal amount of such Indebtedness being so extended, renewed or refunded shall not be increased from the principal amount thereof outstanding immediately prior to such extension, renewal or refunding; (b) any other Indebtedness existing on of a Subsidiary owed to the Effective Date and described in Schedule 7.01 (and any Indebtedness Company or a Wholly-Owned Subsidiary that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessis a Subsidiary; (c) Indebtedness referred evidenced by Swaps permitted under Section 10.10; and Indebtedness evidenced by Guaranties by a Subsidiary of such permitted Swap Indebtedness; provided that concurrently with making any such Guaranty (i) such Subsidiary duly executes and delivers a Guaranty Agreement to ineach holder of a Note (unless such a Guaranty Agreement has already been so executed and delivered and remains in effect), and secured by Liens permitted under, Section 7.02(e)(ii) each creditor in favor of which such Guaranty is made duly executes and delivers an Intercreditor Agreement; (d) Indebtedness referred to in, evidenced by Guaranties of the Existing Private Notes and secured by Liens permitted under, Sections 7.02(c) the Existing Primary Credit Facility and 7.02(d)any Run-Off Guaranty; provided the Company shall be in compliance with the provisions of Section 9.8; (e) Indebtedness in respect evidenced by Other Existing Guaranties and by Guaranties delivered to holders of (i) documentary letters Notes pursuant to the terms of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessthis Agreement; (f) current liabilitiesIndebtedness evidenced by any Future Revolving Lender Guaranty made by a Subsidiary after the Series A Closing Day, other than for borrowed moneyprovided that concurrently with making such Future Revolving Lender Guaranty (i) such Subsidiary duly executes and delivers a Guaranty Agreement to each holder of a Note (unless such a Guaranty Agreement has already been so executed and delivered and remains in effect), incurred and (ii) each creditor in the ordinary course favor of business;which such Future Revolving Lender Guaranty is made duly executes and delivers an Intercreditor Agreement; and (g) additional Indebtedness (other than in respect of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(kSwaps), provided that on the aggregate amount date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof: (i) no Default or Event of Default would exist; (ii) such Indebtedness shall not exceed $300,000,000 at any time outstandingcan be incurred within the applicable limitations provided in Sections 10.4 and 10.5; and (iiii) other Indebtednessif such Indebtedness constitutes a Guaranty, provided thatthen such Subsidiary shall concurrently with making such Guaranty execute and deliver a Guaranty Agreement to each holder of a Note (unless such Guaranty Agreement has already been so executed and delivered and remains in effect) and recourse to any rights or remedies under such Guaranty shall be subject to an Intercreditor Agreement. For purposes of this Agreement (including Sections 10.4, as 10.5 and 10.6), any Person becoming a Subsidiary after the date of the Effective Date and as of this Agreement shall be deemed, at the time any Indebtedness is createdit becomes a Subsidiary, to have incurred or assumed in reliance on this clause (i), the aggregate principal amount all of all Indebtedness its then outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableIndebtedness.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Material Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations (i) the Obligations and any other Indebtedness created under the Loan Documents, (ii) the obligations and any other Indebtedness under the Term Loan Facility, and (iii) the obligations and any other Indebtedness under the New Bond Indenture; (b) any other Indebtedness existing on the Effective Date and described in set forth on Schedule 7.01 6.01 (and including any Indebtedness that may be incurred after the Effective Date under commitments to extend extensions, renewals, refinancings, amendments, supplements, refundings, modifications or replacements of such Indebtedness available (or, in the case of guarantees set forth on such Schedule, guarantees in respect of any extension, renewal, refinancing, amendment, supplement, refunding, modification or replacement of the Effective Date and so describedguaranteed indebtedness), and Indebtedness to the proceeds of which are used solely to refinance such Indebtednessextent that the principal amount thereof shall not be increased); (c) Indebtedness referred to inin respect of capital and operating leases, and secured by Liens permitted under, Section 7.02(e)Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)in connection with the acquisition of fixed or capital assets; (e) Indebtedness in respect to the Company or any Subsidiary, and Guarantees by any Subsidiary of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any another Subsidiary owing or the Company to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided extent that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 at any time outstandingprohibited hereby; and (if) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i)immediately after giving effect thereto, the aggregate principal amount sum of all Indebtedness outstanding in reliance on (without duplication) under this clause Section 6.01(f) (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does would not exceed the greater of (ix) $250,000,000 500,000,000 and (y) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such Indebtedness and (ii) 5.0% of Tangible Net Worth as of subject to the Effective Date or as of preceding clause (i), to the date such Indebtedness is createdextent secured by Liens, incurred or assumedwould be permitted under Section 6.02(l), as applicable(m), (o), (p) and/or (r).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary (other than the Company, ASII or any other Material Subsidiary that is not an Obligor shall be a party to create, incur, assume the Subsidiary Guarantee Agreement and a Guarantor of all the Obligations) to Incur any Indebtedness or permit to exist issue any Indebtedness, preferred stock or other preferred equity securities except: (a) obligations under the Loan DocumentsObligations; (b) any other Indebtedness existing on the Effective Date date hereof and described in set forth on Schedule 7.01 (6.04 and extensions, renewals and replacements of any such Indebtedness that may be incurred after do not increase the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessoutstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (c) Indebtedness referred to inIndebtedness, preferred stock or preferred equity securities of Subsidiaries existing at the time they become Subsidiaries and secured by Liens permitted under, Section 7.02(e)not incurred in contemplation of their becoming Subsidiaries; (d) Indebtedness referred (or preferred stock or preferred equity securities) representing the purchase price, or incurred to infinance the purchase, and of property, plant or equipment acquired after the date hereof or secured by Liens permitted undera Lien on any such property, Sections 7.02(c) plant or equipment prior to the acquisition thereof to the extent such Lien attaches only to such property, plant or equipment and 7.02(d)improvements and accretions thereto; (e) Indebtedness in respect of owed to Holdings or one or more other Subsidiaries (or preferred stock or preferred equity securities; provided that such preferred stock or preferred equity securities are owned by Holdings or one or more Subsidiaries); provided that (i) documentary letters no Lien on any such Indebtedness (or preferred stock or preferred equity securities) shall be created in favor of credit and trade letters of credit incurred in the ordinary course of business any person other than Holdings or a Subsidiary and (ii) trade bank acceptance drafts incurred any such Indebtedness owed by Designated Subsidiaries to any Subsidiaries that are not Designated Subsidiaries shall, to the extent greater than US$25,000,000 in the aggregate for all such Indebtedness referred to in this clause (ii), be subordinated in any bankruptcy, insolvency or similar proceeding affecting such Designated Subsidiary to the claims of the Lenders against such Designated Subsidiary; (f) Indebtedness deemed to exist as a result of Securitization Transactions permitted under clauses (k) and (l) of Section 6.02; (g) Indebtedness in connection with overdrafts, in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiaryunder Cash Pooling Arrangements; (h) Indebtedness, preferred stock or other preferred equity securities of any Non-US Subsidiary, including any extensions, renewals and replacements of any such Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)that do not result in an earlier maturity date or decreased weighted average life thereof, provided that the in an aggregate amount of such Indebtedness shall not to exceed $300,000,000 250,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as Indebtedness constituting Priority Indebtedness Incurred without violation of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableSection 6.01.

Subsidiary Indebtedness. The Borrower will not permit ALC owns all of the issued and outstanding stock of ALC Ohio, Inc., ALC Pennsylvania, Inc., ALC Iowa, Inc., ALC Nebraska, Inc., ALC New Jersey, Inc., ALC Indiana, Inc., Nevada ALC, Inc., Texas ALC, Inc. and Carriage House (collectively, the "SUBSIDIARIES"). As of October 1, 2001, the outstanding principal balance of the indebtedness owed by each of the Subsidiaries to ALC was as shown on Exhibit B attached hereto (such balance, together with any Domestic future indebtedness of any Subsidiary that to ALC approved in writing by Lender is not an Obligor hereinafter referred to createas the "SUBSIDIARY INDEBTEDNESS"). On or before the Closing Date, incur, assume ALC shall have caused a portion of the Subsidiary Indebtedness as indicated on Exhibit B to be capitalized by either canceling such indebtedness or permit contributing such indebtedness to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing respective Subsidiary; and ALC shall deliver to Lender on the Effective Closing Date written evidence thereof in form and described in Schedule 7.01 substance reasonably acceptable to Lender. The promissory notes evidencing the remaining principal balance of the Subsidiary Indebtedness after the capitalization (and any Subsidiary Indebtedness that may hereinafter approved by Lender), as indicated on Exhibit B, shall be incurred after the Effective Date under commitments assigned by ALC to extend such Indebtedness available Lender on the Effective Closing Date pursuant to a "SUBSIDIARY NOTE ASSIGNMENT". The assignment of such notes shall secure the indebtedness and so described)obligations of Borrower hereunder and the indebtedness and obligations of certain of the Subsidiaries to Lender pursuant to that certain Loan Agreement dated February 20, 2001, as amended by that certain First Amendment to Loan Documents dated June 29, 2001 and Indebtedness as amended by that certain Second Amendment to Loan Documents dated of even date herewith among certain of the proceeds of which are used solely to refinance such Indebtedness; Subsidiaries, ALC and Lender (cas an agent and a lender) Indebtedness referred to in(collectively, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(cthe "SUBSIDIARY LOAN AGREEMENT") and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as all of the Effective Date and as of loan documents (the time any Indebtedness is created, incurred or assumed "SUBSIDIARY LOAN DOCUMENTS") executed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together connection with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableSubsidiary Loan Agreement.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor Material Subsidiaries (excluding HDFS and HDFC) to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations the Obligations and any other Indebtedness created under the Loan Documents; (b) any other Indebtedness existing or contemplated on the Amendment No. 1 Effective Date and described in set forth on Schedule 7.01 (6.2.1(b) and extensions, renewals and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on with Indebtedness of a similar type to the Effective Date and so described)extent that such extension, and Indebtedness renewal or replacement does not increase the proceeds of which are used solely to refinance such Indebtednessprincipal amount thereof; (c) Indebtedness referred of any Subsidiary of Harley incurred pursuant to inany Permitted Finance Receivables Securitization (including, and secured by Liens permitted underwithout limitation, Section 7.02(eany Permitted Securitization Recourse Obligations); (d) Indebtedness referred of any Subsidiary of Harley to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(dany Company or any other Subsidiary of Harley; provided that Indebtedness of any Non-Loan Party to any Company shall be subject to the limitations set forth in Section 6.2.9(e); (e) Indebtedness subject to a Lien permitted to secure such Indebtedness pursuant to Section 6.2.2; (f) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; (g) guarantees in respect of Indebtedness of Harley or any Subsidiary of Harley that is otherwise permitted hereunder; (h) Indebtedness arising under capitalized leases and purchase money obligations, in each case to finance the purchase, repair or improvement of fixed or capital assets, and extensions, renewals and replacements thereof, provided that any Lien in respect thereof shall be subject to the proviso in Section 6.2.2(b); (i) documentary letters of credit and trade letters of credit Indebtedness assumed in connection with any acquisition permitted under this Agreement (or, to the extent the principal amount thereof does not exceed the Indebtedness refinanced or replaced, Indebtedness incurred to refinance or replace any Indebtedness that would otherwise be assumed in connection with such an acquisition, but otherwise excluding Indebtedness incurred in contemplation of such an acquisition) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the ordinary course of business and extent that such extension, renewal or replacement does not increase the principal amount thereof; (iij) trade bank acceptance drafts Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (fk) current liabilitiesIndebtedness consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of equity interests to the extent not prohibited by Section 6.2.10; (l) Indebtedness incurred in connection with acquisitions or dispositions permitted under this Agreement constituting indemnification obligations or the adjustment of the purchase price or similar adjustments; (m) Indebtedness under deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement; (n) Indebtedness incurred in respect of cash management services, netting services, overdraft protection (so long as such overdraft is not outstanding for a period of more than for borrowed moneytwo (2) Business Days) and similar arrangements, incurred in each case in the ordinary course of business; (go) Indebtedness consisting of any Subsidiary owing to take-or-pay obligations contained in supply or similar arrangements in the Borrower or any other Subsidiaryordinary course of business; (hp) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the aggregate amount drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of performance and surety, stay, customs, appeal and performance bonds and performance and completion guarantees or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business; (r) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes; (s) unsecured Indebtedness shall of H-D Varese Holding Co. S.r.l. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceed exceeding €200,000,000 at any time outstanding; (t) unsecured Indebtedness of Harley-Davidson Financial Services Canada, Inc. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding $300,000,000 at any time outstanding; (u) Subordinated Indebtedness and Subordinated Intercompany Indebtedness; and (iv) other Indebtedness, provided that, as of the Effective Date and as of the time any unsecured Indebtedness is created, incurred or assumed not otherwise permitted under this Section 6.2.1 in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not exceeding $60,000,000 at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicabletime outstanding.

Subsidiary Indebtedness. The Borrower FDSI will not permit any Domestic Subsidiary that is not an Obligor (other than the Borrower) to create, incur, assume or permit suffer to exist exist, any Indebtedness, exceptother than: (a) obligations under the Loan DocumentsIndebtedness owed to FDSI or to a wholly owned Subsidiary; (b) any other Indebtedness existing on the Effective Date date hereof (whether such Indebtedness is Indebtedness of a subsidiary of FDSI or a subsidiary of the Borrower) and described in on Schedule 7.01 6.01 (the "Existing Indebtedness"), and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Indebtedness; provided that may the principal amount of such Existing Indebtedness shall not be incurred after increased above the Effective Date under commitments principal amount thereof outstanding immediately prior to extend such Indebtedness available on the Effective Date and so described)extension, refunding or refinancing, and Indebtedness the proceeds of which are used solely to refinance direct and contingent obligors therefor shall not be changed as a result of, or in connection with, such Indebtednessextension, refunding or refinancing; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect endorsement of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (fd) current liabilities, other than for borrowed money, Indebtedness incurred in connection with the ordinary course sale or other disposition of businessaccounts receivable arising in connection with the Receivables Financing Facility, including Indebtedness consisting of indemnification obligations of the Subsidiaries and FDSI's guarantee thereof; (ge) Indebtedness of any Person that becomes a Subsidiary owing after the date hereof (other than pursuant to the Borrower Acquisition) that is existing at the time such Person becomes a Subsidiary (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary) and any Indebtedness extending the maturity of, or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)refunding or refinancing, such Indebtedness, in whole or in part; provided that the aggregate principal amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingbe increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed as a result of, or in connection with, such extension, refunding or refinancing; and (if) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the an aggregate principal amount of all Indebtedness at any time outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness not to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.010% of Tangible Consolidated Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableWorth.

Subsidiary Indebtedness. The Borrower Credit Parties will not permit any Domestic Subsidiary that is not an Obligor of the Restricted Subsidiaries (other than the Credit Parties (except as set forth in Section 6.3(c)(ii)) and the Pro Rata Additional Borrowers) to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) obligations Indebtedness existing as of the Closing Date in respect of industrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under the Loan Documentsclause (A) above; (b) Indebtedness of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Restricted Subsidiary owing to a Credit Party or any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) other Indebtedness referred (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to ingiving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, and secured by Liens permitted under, Section 7.02(eany Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Indebtedness Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) documentary letters of credit and trade letters of credit incurred in any Permitted Securitization Transaction, to the ordinary course of business extent such obligations constitute Indebtedness and (ii) trade bank acceptance drafts any inventory financing arrangements so long as the aggregate principal amount Indebtedness in respect thereof incurred under this subsection(f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other than for borrowed moneyemployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (gi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; (l) [reserved]; and (m) Indebtedness of any Restricted Subsidiary owing that is a Foreign Subsidiary in an aggregate principal amount not to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 600,000,000 at any time outstanding; and (in) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed an Eligible Subsidiary in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not to exceed $1,000,000,000 at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicabletime outstanding.

Subsidiary Indebtedness. The Borrower will From and after the Closing Date, the Company shall not permit any Domestic Material Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations (i) the Obligations and any other Indebtedness created under the Loan Documents;, and (ii) any other Indebtedness if the Loans are guaranteed on a pari passu basis by each Material Subsidiary that has incurred such Indebtedness; provided that any such guarantee may, at the option of the Company, be automatically released if the Material Subsidiary providing such guarantee is no longer liable in respect of such Indebtedness. (b) any other Indebtedness; provided that, immediately after giving effect thereto, the aggregate outstanding principal amount of all Indebtedness existing on (without duplication) under this Section 7.02(b) would not exceed the Effective Date greater of (x) $1,300,000,000 and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds y) 35% of which are used solely to refinance such Indebtedness;Consolidated EBITDA. (c) Indebtedness referred to in, assumed in connection with any Acquisition of a Person after the date hereof and secured by Liens permitted under, Section 7.02(e);not incurred in contemplation thereof. (d) Indebtedness referred existing or entered into on the Effective Date and, to inthe extent having a principal amount in excess of $300,000,000 individually, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d);set forth on Schedule 7.02. (e) purchase money Indebtedness (including Capital Lease Obligations) hereafter incurred to finance the purchase of fixed assets, provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed. (f) (x) Indebtedness to the Company or any Subsidiary and (y) Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the Company to the extent that such Indebtedness is not prohibited hereby. (g) Indebtedness resulting from Surety Indemnification Obligations of such Material Subsidiary. (h) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Material Subsidiaries. (i) documentary Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services including in respect of Cash Management Agreements or in connection with any automated clearing-house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables. (j) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and trade letters similar obligations. (k) Indebtedness representing deferred compensation to directors, officers, employees, members of credit incurred in the ordinary course management, managers and consultants of business and (ii) trade bank acceptance drafts a Material Subsidiary incurred in the ordinary course of business;. (fl) current liabilitiesGuarantees in respect of Indebtedness permitted to be incurred pursuant to this Section 7.02. (m) Indebtedness incurred to finance workers’ compensation, other than for borrowed moneyhealth, disability or life insurance or which finances any Benefit Plan or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business. (n) Indebtedness in an aggregate principal amount of up to $50,000,000 consisting of letters of credit or bank guaranties issued to support the obligations of any Material Subsidiary incurred in the ordinary course of business;. (go) Indebtedness in connection with any Sale-Leaseback. (p) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in this Section 7.02. (q) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. (r) any extensions, renewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements of any Subsidiary owing Indebtedness permitted by this Section 7.02 (and, in the case of guarantees, guarantees in respect of any extension, renewal, refinancing, amendment, restatement, supplement, refunding, modification or replacement of the guaranteed indebtedness), to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided extent that the aggregate principal amount of such Indebtedness thereof shall not exceed $300,000,000 at be increased above the principal amount thereof outstanding immediately prior to such extension, renewal, refinancing, amendment, restatements, supplement, refunding, modification or replacement (except by an amount equal to any time outstanding; and (iexisting commitments utilized thereunder) other Indebtednessthan increases related to required premiums, provided thataccrued interest and reasonable fees and expenses in connection with such extensions, as of the Effective Date and as of the time any Indebtedness is createdrenewals, incurred refinancings, amendments, restatements, supplements, refundings, modifications or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablereplacements.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to createenter into, directly or indirectly, issue, incur, assume or permit Guarantee any Indebtedness unless (A) the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to exist documentation in form and substance reasonably satisfactory to the Administrative Agent and (B) at the time of any incurrence of such Indebtedness, except: the sum of (awithout duplication) obligations under (x) the Loan Documents; aggregate outstanding principal amount of such Indebtedness of Subsidiaries (bincluding the principal amount of any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) any other through (iv) below), plus (y) the aggregate outstanding principal amount of Indebtedness existing of the Borrower and its Subsidiaries secured by Liens in reliance on Section 6.01(o), 6.01(p) or 6.01(r) or the Effective Date and described final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness in Schedule 7.01 effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (and any refinancing, refunding, renewal or extension of such Indebtedness that may be incurred after to the extent not increasing the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (ii) any Indebtedness in effect as of the First Amendment and Restatement Effective Date under commitments to extend that is listed on Schedule 3 (and any refinancing, refunding, renewal or extension of such Indebtedness available on to the Effective Date extent not increasing the principal amount thereof except by the amount of accrued and so describedunpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), and (iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted underin reliance on Section 6.01(m), Section 7.02(e); (d) Indebtedness referred not to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness exceed $500,000,000 in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business principal amount at any one time outstanding and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (giv) Indebtedness of any a Subsidiary owing to the Borrower or any other another Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor a Subsidiary Guarantor to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations (i) the Obligations and any other Indebtedness created under the Loan Documents, (ii) the obligations and any other Indebtedness under the Revolving Facility, (iii) the obligations and any other Indebtedness under the Term Loan Facility, and (iv) the obligations and any other Indebtedness under the New Bond Indenture; (b) any other Indebtedness existing on the Effective Date (or, upon the date of the consummation of the CheckFree Acquisition, on such date) and described in set forth on Schedule 7.01 6.01 (and including any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)extensions, and Indebtedness the proceeds renewals, refinancings, amendments, supplements, refundings, modifications or replacements of which are used solely to refinance such Indebtedness, to the extent that the principal amount thereof shall not be increased); (c) Indebtedness referred to inin respect of capital and operating leases, and secured by Liens permitted under, Section 7.02(e)Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)in connection with the Acquisition of fixed or capital assets; (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) , and Guarantees by any Subsidiary of Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided of another Subsidiary or the Borrower to the extent that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 at any time outstandingprohibited hereby; and (if) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i)immediately after giving effect thereto, the aggregate principal amount sum of all Indebtedness outstanding in reliance on (without duplication) under this clause Section 6.01(f) (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does would not exceed the greater 15.0% of (i) $250,000,000 Net Worth and (ii) 5.0% of Tangible Net Worth as of to the Effective Date or as of the date such Indebtedness is createdextent secured by Liens, incurred or assumed, as applicablewould be permitted under Section 6.02(r).

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries to create, incur, assume or permit to exist any Indebtedness, except: (ai) obligations under Indebtedness existing on the Loan DocumentsInitial Effective Date (including, for the avoidance of doubt, the Permitted Surviving Indebtedness), (ii) Indebtedness incurred or assumed after the date hereof but on or before the Effective Date (giving effect to the Transactions) to the extent permitted by the Master Agreement as in effect on the Initial Effective Date and without giving effect to any consent thereunder (including, for the avoidance of doubt, the Permitted Surviving Indebtedness) and (iii) modifications, extensions, renewals, replacements or refinancings of such Indebtedness (other than modifications, extensions, renewals, replacements or refinancings of Indebtedness described in clause (i) above that are consummated after the Effective Date unless such Indebtedness constitutes Permitted Surviving Indebtedness or is incidental to the operations of a Restricted Subsidiary) that do not increase the outstanding principal amount thereof; (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) Indebtedness referred of any Restricted Subsidiary that guarantees the Obligations pursuant to in, and secured by Liens permitted under, Section 7.02(e)a Guarantee Agreement; (d) Indebtedness referred to in, and secured Any Specified Non-Recourse Debt or any securitization transaction permitted by Liens permitted under, Sections 7.02(c) and 7.02(dSection 7.01(m); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters issued for the account of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred any Restricted Subsidiary in the ordinary course of business;; and (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Other Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)Restricted Subsidiaries that are not Guarantors, provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, so long as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) thereof does not exceed the greater of at any time an amount equal to (ix) $250,000,000 and 1,500,000,000 less (iiy) 5.0% the amount, if any, of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablesecured by Liens pursuant to Section 7.01(q).

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary, except: (a) obligations Indebtedness under the Loan Documents; (b) any other Indebtedness existing outstanding on the Effective Execution Date and described in listed on Schedule 7.01 (7.03 and any refinancings, refundings, renewals or extensions thereof with Indebtedness of a similar type; provided that may be incurred after the Effective Date under commitments to extend amount of such Indebtedness available on is not increased at the Effective Date and so described)time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and Indebtedness the proceeds of which are used solely fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to refinance such Indebtednessany existing commitments unutilized thereunder; (c) Guarantees of any Subsidiary in respect of Indebtedness referred to in, and secured by Liens otherwise permitted under, Section 7.02(e)hereunder of any wholly-owned Subsidiary; (d) Indebtedness referred to inobligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and secured by Liens permitted under, Sections 7.02(cnot for purposes of speculation or taking a “market view;” and (ii) and 7.02(d)such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of (i) documentary letters capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessall such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) current liabilities, other than for borrowed money, incurred Indebtedness in the ordinary course an aggregate principal amount not to exceed 15% of businessConsolidated Tangible Net Worth at any time outstanding; (g) Indebtedness of any Subsidiary owing to the Borrower foreign Subsidiaries under daylight or any other Subsidiary;overnight overdraft facilities with local lenders; and (h) Intercompany Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that between one Subsidiary and another and between the aggregate amount of such Indebtedness shall not exceed $300,000,000 at Borrower and any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableSubsidiary.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor a Subject Entity at any time to create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) obligations (i) any Guaranty by any Subsidiary Guarantor of Indebtedness (x) of the Company outstanding under a Credit Facility or under a Swap Contract or (y) of a Subsidiary under a Swap Contract and (ii) any other Indebtedness of any Subsidiary Guarantor (provided that, in the Loan Documentscase of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor); (b) Indebtedness of any other Indebtedness existing Person which becomes a Subsidiary after the date of Closing which (i) is outstanding on the Effective Date date such Person becomes a Subsidiary and described (ii) is not incurred, extended or renewed in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend contemplation of such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessPerson becoming Subsidiary; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower Company, a Subsidiary Guarantor or any other a Wholly-Owned Subsidiary; (hd) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)of any Subsidiary that is outstanding as of the date of this Agreement; and (e) any Indebtedness in addition to that described in clauses (a) through (d) above, provided that that, upon the incurrence of such Indebtedness, the sum (without duplication) of (i) the aggregate amount of such all Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date Company and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause Subject Entities secured by Liens permitted pursuant to Section 10.6(p) and (i), ii) the aggregate principal amount of all Indebtedness outstanding in reliance on of any Subsidiaries permitted pursuant to this clause (ie) (together with the aggregate principal amount shall not exceed 5% of any such Indebtedness Shareholders' Equity. Any Subsidiary Guarantor that shall cease to be created, a Subsidiary Guarantor shall be deemed to have incurred or assumed in reliance all of its outstanding Indebtedness for purposes of this Section 10.5 on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableit shall so cease to be a Subsidiary Guarantor.

Subsidiary Indebtedness. The Borrower WestRock will not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries (other than any “Borrower” as defined in the Existing Credit Agreement or any “Guarantor” as defined in the Existing Credit Agreement) to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) obligations Indebtedness existing as of the Effective Date in respect of industrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under the Loan Documentsclause (A) above; (b) Indebtedness of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Restricted Subsidiary owing to WestRock or any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) other Indebtedness referred (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to ingiving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility and secured by Liens permitted under, Section 7.02(eIndebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Indebtedness Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of WestRock or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) documentary letters of credit and trade letters of credit incurred in any Permitted Securitization Transaction to the ordinary course of business extent such obligations constitute Indebtedness and (ii) trade bank acceptance drafts any inventory financing arrangements so long as the aggregate principal amount of Indebtedness in respect thereof incurred under this subsection (f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other than for borrowed moneyemployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (gi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i); (k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or their Affiliates; (l) Indebtedness created under the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement); (m) Indebtedness of any Restricted Subsidiary owing that is a Foreign Subsidiary in an aggregate principal amount not to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 600,000,000 at any time outstanding; and (in) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed an Eligible Subsidiary in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not to exceed $1,000,000,000 at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicabletime outstanding.

Subsidiary Indebtedness. The Borrower Parent will not permit any Domestic Subsidiary that is not an Obligor a Loan Party to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of the Parent or another Subsidiary), except: (a) obligations under Indebtedness owing to the Loan DocumentsParent or another Subsidiary; (b) any other Guarantees of Indebtedness existing on of another Subsidiary that is not a Loan Party, to the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend extent such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessis permitted by this Section 6.01; (c) Indebtedness referred to inof any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Indebtedness shall not be Guaranteed by the Parent or any other Subsidiary, and secured by Liens permitted underexcept Indebtedness that, Section 7.02(e)in the aggregate, but without duplication, does not exceed $25,000,000 may be Guaranteed; (d) Indebtedness referred incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and secured extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by Liens permitted under, Sections 7.02(cthis clause (d) and 7.02(d)that is not Relocation Indebtedness shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness incurred in respect relation to arrangements made in the ordinary course of business to facilitate the operation of bank accounts on a net balance basis; (if) documentary letters of credit and trade letters of credit short term Indebtedness from banks incurred in the ordinary course of business pursuant to a facility required in order to comply with rules and (ii) trade bank acceptance drafts incurred in regulations issued from time to time by regulatory authorities, provided, that such compliance is required for the ordinary course of applicable Subsidiary to remain licensed to conduct its business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business;; and (g) other Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; in an aggregate principal amount (hfor all such Subsidiaries combined, but without duplication) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed exceeding $300,000,000 75,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries to create, incur, assume incur or permit suffer to exist any Indebtedness, exceptother than: (a) obligations under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date date of this Agreement and described in on Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness6.01; (c) Indebtedness referred to in, and secured by Liens permitted under, pursuant to the terms of Section 7.02(e6.02(a)(iii); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any a Subsidiary owing to the Borrower Company or any other Subsidiary; (he) Indebtedness resulting from Guarantees by Guarantors of Permitted Pari Passu Indebtedness and other Indebtedness otherwise expressly permitted by this Section 6.01; (f) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)the renewal or extension of any Indebtedness described in clauses (b) and (c) above, provided that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension; (g) Indebtedness owing by a Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 6.02 (in the case of any time outstandingIndebtedness secured by any Liens on assets of such Subsidiary); (h) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; and (i) other Indebtedness, provided that, as Other unsecured Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed Subsidiaries not described in reliance on this clause clauses (i), the a) through (h) above in an aggregate principal amount outstanding at any time not to exceed fifteen percent (15%) of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as at the end of the Effective Date Company’s most recently ended Fiscal Quarter for which financial statements have been made available, or as of are required to have been made available, to the date such Indebtedness is created, incurred or assumed, as applicableAdministrative Agent.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Restricted Subsidiary that is not an Obligor to to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations [reserved]; (b) Indebtedness of the Loan Parties under the Loan Documents; (bc) any other Indebtedness existing outstanding on the Fifth Restatement Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e)Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in respect of Indebtedness referred to inof another Restricted Company otherwise permitted hereunder (including, and secured for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Liens permitted under, Sections 7.02(c) and 7.02(dSection 7.03(v); (e) Indebtedness of a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; (f) [reserved]; (g) Indebtedness of any Restricted Subsidiaries in respect an aggregate principal amount at any time outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(x), but without duplication thereof) that does not exceed the greater of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business $500,000,000 and (ii) trade bank acceptance drafts 15% of Consolidated Shareholders’ Equity; (h) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof (including any SunGard Notes), and any Permitted Refinancing thereofof any such Indebtedness (other than any SunGard Notes); (i) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (fj) current liabilitiesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.06; (k) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other than for borrowed moneysimilar adjustments; (l) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (n) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations; (o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, incurred in each case, in the ordinary course of business; (gp) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Subsidiary owing credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the Borrower drawing of such letters of credit or any other Subsidiarythe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (hq) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (r) [reserved]; (s) Indebtedness arising from Domestic Securitization Transactions permitted in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (u) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by Section 7.02(k), provided that the aggregate amount properties which are the subject of such Indebtedness shall not exceed $300,000,000 at any time outstanding; andtransactions; (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Vehicle (a “Securitization Financing”); provided that (A) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time encumber any property other than the property financed by such Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as any unsecured Guarantee by any Restricted Subsidiary of the Effective Date or as obligations of the date such Indebtedness is created, incurred or assumed, as applicable.Securitization Vehicle under a Securitization Financing;

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor a Subject Entity at any time to create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, exceptexcept for: (a) obligations (i) any Guaranty by any Subsidiary Guarantor of Indebtedness (x) of the Company outstanding under a Credit Facility or under a Swap Contract or (y) of a Subsidiary under a Swap Contract and (ii) any other Indebtedness of any Subsidiary Guarantor (provided that, in the Loan Documentscase of this clause (ii), the Subsidiary Guarantee Conditions have been satisfied with respect to such Subsidiary Guarantor); (b) Indebtedness of any other Indebtedness existing Person which becomes a Subsidiary after the date of Closing which (i) is outstanding on the Effective Date date such Person becomes a Subsidiary and described (ii) is not incurred, extended or renewed in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend contemplation of such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessPerson becoming Subsidiary; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower Company, a Subsidiary Guarantor or any other a Wholly-Owned Subsidiary; (hd) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)of any Subsidiary that is outstanding as of the date of this Agreement; and (e) any Indebtedness in addition to that described in clauses (a) through (d) above, provided that that, upon the incurrence of such Indebtedness, the sum (without duplication) of (i) the aggregate amount of such all Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date Company and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause Subject Entities secured by Liens permitted pursuant to Section 10.6(p) and (i), ii) the aggregate principal amount of all Indebtedness outstanding in reliance on of any Subsidiaries permitted pursuant to this clause (ie) (together with the aggregate principal amount shall not exceed 5% of any such Indebtedness Shareholders’ Equity. Any Subsidiary Guarantor that shall cease to be created, a Subsidiary Guarantor shall be deemed to have incurred or assumed in reliance all of its outstanding Indebtedness for purposes of this Section 10.5 on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableit shall so cease to be a Subsidiary Guarantor.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries to create, incur, assume incur or permit suffer to exist any Indebtedness, exceptother than: (a) obligations under the Loan DocumentsSubsidiary Guaranty; (b) any Indebtedness under the 2006 Credit Agreement and other Indebtedness existing on the Effective Date date of this Agreement and described in on Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness6.01; (c) Indebtedness referred to in, and secured by Liens permitted under, pursuant to the terms of Section 7.02(e6.02(a)(iii); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any a Subsidiary owing to the Borrower or any other Subsidiary; (he) Indebtedness resulting from Guarantees by Guarantors of Permitted Pari Passu Indebtedness and other Indebtedness otherwise expressly permitted by this Section 6.01; (f) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)the renewal or extension of any Indebtedness described in clauses (b) and (c) above, provided that the aggregate amount of such Indebtedness shall is not exceed $300,000,000 increased and any Liens securing such Indebtedness attached only to the assets previously serving as collateral for such Indebtedness prior to such renewal or extension; (g) Indebtedness owing by a Subsidiary that was in existence at the time such Person first became a Subsidiary, or at the time such Person was merged into or consolidated with a Subsidiary, which Indebtedness was not created or incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 6.02 (in the case of any time outstandingIndebtedness secured by any Liens on assets of such Subsidiary); (h) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; and (i) other Indebtedness, provided that, as Other unsecured Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed Subsidiaries not described in reliance on this clause clauses (i), the a) through (h) above in an aggregate principal amount outstanding at any time not to exceed fifteen percent (15%) of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as at the end of the Effective Date Borrower’s most recently ended Fiscal Quarter for which financial statements have been made available, or as of are required to have been made available, to the date such Indebtedness is created, incurred or assumed, as applicableAdministrative Agent.

Subsidiary Indebtedness. The Borrower Credit PartiesCompany will not permit any Domestic Subsidiary that is not an Obligor of their its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (ai) obligations Indebtedness arising under this Agreement, the Loan Notes and the other Note Documents; (ii) purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness, together with all such Indebtedness of the Company secured by Liens permitted by clause (vi) of the definition of “Permitted Liens”, shall not exceed an aggregate principal amount of $100,000,000 at any one time outstanding; (iia) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;, and (iiib) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (iii) Indebtedness set forth in Schedule 6A and any renewals, refinancings, extensions or replacements thereof (without increasing the amount thereof); (iv) obligations in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (v) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under paragraph 6F; (vi) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness at the time incurred shall not exceed the difference between (a) 15% of Consolidated Tangible Assets of the Company and its Subsidiaries, computed as of the end of the most recent fiscal quarter of the Company for which financial statements were required to be delivered pursuant to paragraph 5A(i) or 5A(ii) minus (b) any other the aggregate outstanding principal amount of Indebtedness existing on of the Effective Date and described in Schedule 7.01 Company secured by Liens permitted by clause (and any Indebtedness that may be incurred after xixxxvii) of the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds definition of which are used solely to refinance such Permitted Liens; (vii) Permitted Government Revenue Bond Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eviii) Indebtedness in respect of (i) documentary letters of credit Sale and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Leaseback Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingparagraph 6ME; and (iix) other Indebtedness, provided that, as unsecured Indebtedness in respect of the Effective Date and as 2020 Bonds. Guaranty Obligations of any Subsidiary in respect to Indebtedness of the time any Indebtedness is created, incurred Company or assumed of another Subsidiary not prohibited hereunder so long as such Guaranty Obligations shall not be in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount favor of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed Material Credit Facility unless the greater provisions of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableparagraph 5L have been satisfied.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor (including any Designated Borrower) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness of the Designated Borrowers under the Loan Documents; (b) any other Indebtedness existing (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Effective Closing Date and described in listed on Schedule 7.01 (7.02 and any additional Indebtedness that may be incurred after the Effective Closing Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments to extend or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements, refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness available is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the extent any change occurs between the Closing Date and the Acquisition Closing Date solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the Effective date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Acquisition Closing Date and so described)as a result thereof, and Indebtedness the proceeds Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Acquisition Closing Date to reflect such additional Indebtedness, which are used solely to refinance updated version shall replace the version of such IndebtednessSchedule delivered on the Closing Date without any requirement for any amendment or any consent by the Administrative Agent or any Lender; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Company or to any other Subsidiary; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)[Intentionally Omitted]; (e) Indebtedness Guarantees by any Subsidiary in respect of (i) documentary letters Indebtedness of credit and trade letters the Company or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of credit incurred Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessaggregate; (f) current liabilitiesIndebtedness of one or more Subsidiaries under the Term Loan Facility in an aggregate principal amount not to exceed $2.0 billion (provided that solely to the extent the Term Loan Facility is increased pursuant to the incremental provisions thereof and such amounts are utilized as permanent financing for the Acquisition in lieu of permanent securities, other than for borrowed moneysuch amount shall instead be $2.0 billion plus the amount of such incremental facilities, incurred which in the ordinary course of businessan aggregate amount shall not exceed $4.0 billion); (g) Indebtedness of one or more Subsidiaries in respect of European commercial paper of such Subsidiaries in an aggregate principal amount, when aggregated with the outstanding principal amount of any Subsidiary owing obligations outstanding under the Loan Documents, does not to exceed $2.5 billion in the Borrower or any other Subsidiary;aggregate; and (h) other Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)of all Subsidiaries in an aggregate principal amount not to exceed, provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as 10% of the Effective Date and as total book value of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Consolidated Total Tangible Net Worth as Assets of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCompany and its Subsidiaries.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan DocumentsObligations; (b) Indebtedness of any other Indebtedness Subsidiary existing on the Effective Date date hereof and described set forth in Schedule 7.01 (6.01 and extensions, renewals and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on with Indebtedness of a similar type that does not increase the Effective Date outstanding principal amount thereof (other than for accrued interest, premiums, costs and so describedexpenses), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Company or any other Subsidiary; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)[intentionally omitted]; (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business[intentionally omitted]; (f) current liabilitiesIndebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than for borrowed moneyaccrued interest, premiums, costs and expenses); provided that (i) such Indebtedness is incurred in prior to or within ninety (90) days after such acquisition or the ordinary course completion of businesssuch construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f), when aggregated with the principal amount of similar Indebtedness of the Company, shall not exceed $150,000,000 at any time outstanding; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary;as an account party in respect of trade letters of credit; and (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), of any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (h) at any time (when aggregated with the aggregate outstanding principal amount of Indebtedness of the Company and/or any Subsidiary secured by a Lien under Section 6.02(h) at such Indebtedness time) shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable300,000,000.

Subsidiary Indebtedness. The Permit any Subsidiary of the Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, issue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) obligations under the Indebtedness of any Loan DocumentsParty pursuant to any Loan Document; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (hc) Guarantee Obligations incurred in the ordinary course of business by any Subsidiary of the Borrower of obligations of any Subsidiary Guarantor; (d) Indebtedness arising from Domestic Securitization Transactions outstanding on the date hereof and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.02(k), provided that the 6.3(g) in an aggregate principal amount of such Indebtedness shall not to exceed $300,000,000 100,000,000 at any one time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), that the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (such Indebtedness, together with the aggregate principal amount of any such Indebtedness to be createdpermitted under clauses (h), incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (j) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) 5.0after giving pro forma effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (g) Indebtedness arising from Swap Agreements entered into to hedge or mitigate risks to which any Group Member has actual exposure or otherwise entered into for non-speculative purposes; (h) Indebtedness incurred by any Foreign Subsidiary after the Closing Date in connection with an acquisition by such Foreign Subsidiary otherwise permitted by this Agreement; provided that the aggregate principal amount of Indebtedness incurred by Foreign Subsidiaries in connection with such permitted acquisitions after the Closing Date, together with the aggregate principal amount of Indebtedness permitted under clauses (e), (i) and (j) of this Section 6.2, shall not exceed 20% of Tangible Consolidated Net Worth as at any one time outstanding; (i) Indebtedness of any Subsidiary in connection with the New Campus Financing after the Closing Date; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness permitted under clauses (e), (h) and (j) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding; and (j) additional Indebtedness of the Effective Date or as Borrower’s Subsidiaries in an aggregate principal amount (for all such Subsidiaries) not to exceed 10% of Consolidated Net Worth at any one time outstanding; provided that the date aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness is createdpermitted under clauses (e), incurred or assumed(h) and (i) of this Section 6.2, as applicableshall not exceed 20% of Consolidated Net Worth at any one time outstanding.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries to contract, create, incur, assume or permit to exist any Indebtedness, except: (ai) obligations Indebtedness arising under this Agreement, the Loan Notes and the other Note Documents; (ii) purchase money Indebtedness (including obligations in respect of Capital Leases) or any Synthetic Leases hereafter incurred to finance the purchase of fixed assets; provided that (a) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (b) any no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing); (iii) Indebtedness existing on the Effective Date and described set forth in Schedule 7.01 (6A and any renewals, refinancings, extensions or replacements thereof (without increasing the amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (iv) obligations in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (v) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations; (vi) other Indebtedness, provided that may be incurred after the Effective Date under commitments to extend aggregate outstanding principal amount of such Indebtedness available on at the Effective Date time incurred shall not exceed the difference between (a) 15% of Consolidated Tangible Assets of the Company and so described)its Subsidiaries, and computed as of the end of the most recent fiscal quarter of the Company for which financial statements were required to be delivered pursuant to paragraph 5A(i) or 5A(ii) minus (b) the aggregate outstanding principal amount of Indebtedness of the proceeds Company secured by ▇▇▇▇▇ permitted by clause (xxvii) of which are used solely to refinance such the definition of Permitted Liens; (vii) Permitted Government Revenue Bond Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eviii) Indebtedness in respect of Sale and Leaseback Transactions permitted by paragraph 6E; (ix) Guaranty Obligations of any Subsidiary in respect to Indebtedness of the Company or of another Subsidiary not prohibited hereunder so long as such Guaranty Obligations shall not be in favor of any Material Credit Facility unless the provisions of paragraph 5L have been satisfied; (x) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided, such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (xi) Indebtedness (i) documentary letters of credit and trade letters of credit incurred resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business and or (ii) trade bank acceptance drafts incurred arising under or in connection with cash management services in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (ixii) other Indebtedness, provided that, as Indebtedness in respect of indemnification obligations in connection with bonds and letters of credit related to self-insurance and insurance programs and policies of the Effective Date Company and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableits Subsidiaries.

Subsidiary Indebtedness. The Borrower Parent will not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries (other than any “Borrower” as defined in the Existing Credit Agreement) to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (aA) obligations Indebtedness existing as of the Effective Date in respect of industrial development bonds and Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect of Indebtedness incurred under the Loan Documentsclause (A) above; (b) Indebtedness of any other Indebtedness existing on Restricted Subsidiary owing to the Effective Date and described in Schedule 7.01 (and Parent or any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessRestricted Subsidiary; (c) other Indebtedness referred (whether secured or unsecured); provided that (i) at the time of incurrence of any Indebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority Debt Basket at such time (determined prior to ingiving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility (as defined in the Existing Credit Agreement) and secured by Liens permitted under, Section 7.02(eIndebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to this clause (c); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes; (e) Indebtedness Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3; (f) obligations of any Restricted Subsidiary in connection with (i) documentary letters of credit and trade letters of credit incurred in any Permitted Securitization Transaction to the ordinary course of business extent such obligations constitute Indebtedness and (ii) trade bank acceptance drafts any inventory financing arrangements so long as the aggregate principal amount of Indebtedness in respect thereof incurred under this subsection (f)(ii) does not exceed $250,000,000 at any time outstanding; (g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or customs bonds incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or other than for borrowed moneyemployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (gi) Indebtedness owed in respect of any Subsidiary owing to overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the Borrower or any other Subsidiaryincurrence thereof; (hj) Indebtedness arising from Domestic Securitization Transactions permitted by in respect of judgments that do not constitute an Event of Default under Section 7.02(k7.1(i), provided that ; (k) Indebtedness consisting of the aggregate amount financing of insurance premiums with the providers of such Indebtedness shall not exceed $300,000,000 at any time outstandinginsurance or their Affiliates; and (il) Indebtedness created under the Existing Credit Agreement or any other Indebtedness, provided that, Credit Document (as of defined in the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (iExisting Credit Agreement), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor to of its Subsidiaries to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) Indebtedness of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness Insurance Subsidiary in respect of (i) documentary the Letters of Credit and other letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred credit, guaranties, surety bonds or similar instruments issued in the ordinary course of business; (b) Non-Recourse Indebtedness; provided, that at the time of incurrence of such Non-Recourse Indebtedness and immediately after giving effect thereto, no Event of Default exists or could result therefrom, (c) Intercompany Indebtedness; provided, the creditor in respect of any such Intercompany Indebtedness shall be a Wholly-Owned Subsidiary of the Borrower or the Borrower; (d) Indebtedness in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); (e) Indebtedness of any Person that becomes a Subsidiary of the Borrower in an Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower) and provided such Indebtedness is non-recourse Indebtedness to the Borrower; (f) current liabilities, other than for borrowed money, incurred Indebtedness in respect of advances or borrowings from the FHLBB made in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiaryunder Swap Contracts entered into for bona fide hedging activities (and not for speculative purposes); (h) Indebtedness in respect of letters of credit, bank guarantees, bids, leases, statutory obligations, surety and appeal bonds, or performance bonds or other obligations of a like nature arising from Domestic Securitization Transactions in the ordinary course of business and not for capital raising purposes and issued for the account of any Subsidiary that is not an Insurance Subsidiary; (i) Indebtedness incurred by Insurance Subsidiaries under (a) securities lending or borrowing arrangements, and (b) repurchase and reverse repurchase arrangements with respect to securities and financial instruments in the ordinary course of business; (j) Margin Debt incurred in connection with investing activities in the ordinary course of business; (k) unsecured guarantees of Indebtedness incurred by Subsidiaries that is otherwise permitted by hereunder; (l) Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services; (m) Indebtedness incurred in connection with any sale and leaseback transaction in an aggregate principal amount not exceeding One Hundred Million Dollars ($100,000,000); and (n) other Indebtedness of Subsidiaries at any time outstanding that are not otherwise permitted pursuant to this Section 7.02(k)7.02; provided, provided that (i) at the time of incurrence of such Indebtedness and immediately after giving effect thereto, no Event of Default exists or could result therefrom, and (ii) the aggregate amount of such Indebtedness shall not exceed $300,000,000 of Subsidiaries at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on outstanding permitted pursuant to this clause (iSection 7.02(n), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of outstanding pursuant to Section 7.01(y), shall not exceed, at any such Indebtedness to be createdtime, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (ix) $250,000,000 seven and one-half percent (7.50%) of Consolidated Net Worth and (iiy) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableFive Hundred Million Dollars ($500,000,000).

Subsidiary Indebtedness. The Parent Borrower will not permit or cause any Domestic Subsidiary that is not an Obligor of its Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except:Indebtedness other than (without duplication): (ai) obligations Indebtedness of the Subsidiary Borrower or any Guarantor in favor of the Administrative Agent and the Lenders incurred under this Agreement and the Loan other Credit Documents; (bii) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness; (iii) Indebtedness of any Subsidiary of the Parent Borrower owed to the Parent Borrower or any Subsidiary thereof; provided that all secured Indebtedness permitted pursuant to this Section 7.2(iii) that is owed to any Person other than athe Borrower or a Guarantor shall be secured by Liens permitted under Section 7.3(xiii); (iv) Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary from the Federal Reserve Discount Window or other central bank money market operations or other central securities depositories or external custodians or other credit providers in support of, or related to, such Subsidiary’s clearing, depository and settlement business, or matters reasonably related or incidental thereto, to the extent not prohibited by applicable Governmental Authorities; provided that any such Indebtedness is not outstanding for longer than 30 days; (v) Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in respect of repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Hedge Agreements) entered into by such Clearing House Subsidiary in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto, or in the management of its liabilities; provided that the amount of such Indebtedness existing outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time, as the case may be; (vi) short-term Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Effective Date Administrative Agent and described capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in Schedule 7.01 respect of any credit facility relating to the clearing, depository and settlement business of such Clearing House Subsidiary, and the purpose of which is to provide funding (A) to satisfy any outstanding obligations of any suspended or defaulted clearing member or participant (or any clearing member or participant that could be declared suspended or defaulted) to any Clearing House Subsidiary as provided in the applicable rules or standardized terms and any conditions of the business operated by such Clearing House Subsidiary, (B) with respect to the transfer of positions and related margin from a suspended or defaulted clearing member or participant to another clearing member or participant, (C) to make a transfer in cash in respect of margin related to such suspended or defaulted clearing member’s or participant’s positions, (D) in the event of a liquidity constraint or default by a depositary of such Clearing House Subsidiary, (E) to facilitate the settlement of margin transactions associated with such Clearing House Subsidiary’s business activities or (F) for other matters reasonably related or incidental thereto; (vii) (A) Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred after by any Subsidiary (x) that is a clearing house operator acting in its capacity as a central counterparty or (y) in the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)ordinary course of business, and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (cB) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness contingent liabilities in respect of any indemnification, adjustment of purchase price, noncompete, consulting, deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness, (iC) documentary letters Indebtedness arising from the honoring by a bank or other financial institution of credit and trade letters a check, draft or similar instrument of credit incurred a Subsidiary drawn against insufficient funds in the ordinary course of business and (iiD) trade bank acceptance drafts incurred Indebtedness which finances workers’ compensation, health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or self-insurance, in each case in the ordinary course of business; (fviii) current liabilitiesIndebtedness secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii), other than for borrowed money, incurred in the ordinary course of business7.3(ix) or 7.3(xii); (gix) Indebtedness of any Subsidiary owing Guarantor; provided that all secured Indebtedness permitted pursuant to the Borrower or any other Subsidiary;this Section 7.2(ix) shall be secured by Liens permitted under Section 7.3(xiii); and (hx) other Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k(secured or unsecured) of any Subsidiary of the Parent Borrower (other than any Guarantor), ; provided that (x) at the time any such Indebtedness is incurred, the sum of (1) the aggregate amount of such all Indebtedness permitted pursuant to this Section 7.2(x) and (2) all Indebtedness incurred by anythe Borrower or Guarantor secured by Liens permitted pursuant to Section 7.3(xiii) shall not exceed $300,000,000 at any time outstanding; and 15% of the Consolidated Net Worth of the Parent Borrower and its Subsidiaries (i) other Indebtedness, provided that, to be determined on a Pro Forma Basis as of the Effective Date and as end of the time any Indebtedness is created, incurred most recently ended fiscal quarter of the Parent Borrower for which financial statements have been delivered prior to the Closing Date or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (ipursuant to Section 5.1(a) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i5.1(b)) does not exceed the greater of (i) $250,000,000 and (iiy) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such all secured Indebtedness is created, incurred or assumed, as applicablepermitted pursuant to this Section 7.2(x) shall be secured by Liens permitted under Section 7.3(xiii).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (i) Indebtedness under the Loan DocumentsDocuments or, with respect to any Loan Party, under Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, and (ii) to the extent a Subsidiary is also a Guarantor, Indebtedness of such Subsidiary under Guarantees of the Senior Notes and the High Yield Notes and Guarantees of other unsecured Indebtedness of the Borrower; (b) any other Indebtedness existing outstanding on the Effective Restatement Date and described in listed on Schedule 7.01 (7.03 and any Indebtedness refinancings, refundings, renewals or extensions thereof; provided that may be incurred after the Effective Date under commitments to extend amount of such Indebtedness available on is not increased at the Effective Date and so described)time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and Indebtedness the proceeds of which are used solely fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to refinance such Indebtednessany existing commitments unutilized thereunder; (c) Indebtedness referred to inin respect of capital leases, Synthetic Lease Obligations and secured purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding, when taken together with all Indebtedness permitted by Liens permitted underSection 7.03(d) then outstanding, Section 7.02(e)shall not exceed 10% of Consolidated Tangible Assets; (d) Acquired Indebtedness; provided, however, that the aggregate amount of all such Indebtedness referred to inat any one time outstanding, and secured when taken together with all Indebtedness permitted by Liens permitted underSection 7.03(c) then outstanding, Sections 7.02(c) and 7.02(d)shall not exceed 10% of Consolidated Tangible Assets; (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiarywholly-owned Subsidiary of the Borrower; provided, that any such Indebtedness of any Guarantor shall be to the Borrower or another Guarantor or subordinate to the payment in full in cash of the Obligations on terms and conditions acceptable to the Administrative Agent in its sole discretion; (hf) Indebtedness arising from Domestic pursuant to any Permitted Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingFacility; and (ig) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on not otherwise permitted by this clause (i), Section 7.03 the aggregate principal outstanding amount of all Indebtedness outstanding in reliance on this clause (i) (which, when taken together with the aggregate principal outstanding amount of any such Indebtedness to be createdof the Borrower secured by a Lien permitted by Section 7.01(n), incurred or assumed in reliance on this clause (i)) does not at any time exceed $50,000,000 less the greater of (i) $250,000,000 aggregate outstanding Sale and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableLeaseback Permitted Amount from Sale and Leaseback Transactions consummated in accordance with Section 7.13.

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness; provided, that the sum of (i) the aggregate outstanding principal amount of Subsidiary Indebtedness incurred pursuant to this clause (a) plus (ii) the outstanding principal amount of obligations under or other Indebtedness secured by Liens pursuant to Section 6.01(e), shall not, at the Loan Documentstime of incurrence thereof, exceed 10% of Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01 (or, prior to the first such delivery after the Effective Date, as of December 31, 2016); (b) Indebtedness created hereunder or under any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessLoan Document; (c) Indebtedness referred of any Subsidiary of the Borrower owing to in, and secured by Liens permitted under, Section 7.02(e)the Borrower or any other Subsidiary of the Borrower; (d) Guarantees by any Subsidiary of Indebtedness referred of the Borrower; provided that such Subsidiary shall have also Guaranteed the Obligations pursuant to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(dSection 9.02(e); (e) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and extensions, renewals and replacements of any such Indebtedness; (f) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the date hereof; or Indebtedness of any Person that is assumed by any Subsidiary in respect connection with an acquisition of assets by such Subsidiary; provided that such Indebtedness exists at the time such Person becomes a Subsidiary (ior is so merged or consolidated) documentary letters or such assets are acquired, and is not created in contemplation of credit and trade letters or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired; (g) Indebtedness arising from the honoring by a bank or other financial institution of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business; (fh) current liabilitiesobligations in respect of performance, other than for borrowed moneybid, incurred appeal and surety bonds and completion guarantees and similar obligations provided by any Subsidiary in the ordinary course of business; (gi) Indebtedness any bankers' acceptance, bank guarantees, letter of any Subsidiary owing credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other obligations with respect to the Borrower or any other Subsidiaryreimbursement type obligations regarding workers compensation claims), but not in respect of Indebtedness; (hj) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)in respect of netting services, provided that automatic clearinghouse arrangements, overdraft protections and similar arrangements incurred in the aggregate amount ordinary course of such Indebtedness shall not exceed $300,000,000 at any time outstandingbusiness; and (ik) other Indebtedness, provided that, as Indebtedness representing deferred compensation to employees incurred in the ordinary course of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablebusiness.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Restricted Subsidiary that is not an Obligor to to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness of the Loan Parties under the Loan Documents; (b) any other Indebtedness existing outstanding on the Seventh Restatement Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessPermitted Refinancing thereof; (c) Guarantees by a Restricted Subsidiary in respect of Indebtedness referred to inof another Restricted Company otherwise permitted hereunder (including, and secured for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Liens permitted under, Section 7.02(e7.03(r)); (d) Indebtedness referred to in, and secured of a Restricted Subsidiary that constitutes an Investment not prohibited by Liens permitted under, Sections 7.02(c) and 7.02(d)Section 7.02; (e) Indebtedness of any Restricted Subsidiaries in respect an aggregate principal amount at any time outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(v), but without duplication thereof) that does not exceed the greater of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business $500,000,000 and (ii) trade bank acceptance drafts 15% of Consolidated Shareholders’ Equity; (f) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such Indebtedness; (g) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.05; (i) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other than for borrowed moneysimilar adjustments; (j) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (k) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, incurred in each case, in the ordinary course of business; (gm) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Subsidiary owing credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the Borrower drawing of such letters of credit or any other Subsidiarythe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (hn) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (o) Indebtedness arising from Domestic in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (p) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (q) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (r) (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Transactions permitted by Section 7.02(kVehicle (a “Securitization Financing”), ; provided that the aggregate amount of (A) such Indebtedness when incurred shall not exceed $300,000,000 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time outstandingencumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (s) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), 7.01(q) or 7.01(s); (t) Indebtedness secured by Liens permitted pursuant to Section 7.01(v); and (iu) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause all premiums (iif any), the aggregate principal amount of all Indebtedness outstanding interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in reliance on this clause clauses (ia) through (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)t) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations Indebtedness of the Subsidiaries under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eii) Indebtedness in respect of guaranties executed by any Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (iiii) documentary Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary to any wholly-owned Subsidiary, (b) the Company to any wholly-owned Subsidiary, (c) L▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Subsidiary Guarantors to H▇▇▇▇▇ CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if any of the Company, the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company, the Borrower or Subsidiary Guarantor and shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.3(O); (vii) Indebtedness (a) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by any of the Company’s Subsidiaries in the ordinary course of business, and (b) incurred or maintained by any of the Company’s Subsidiaries under the Letter of Credit Agreement; (viii) Indebtedness (a) evidenced by letters of credit and trade letters of credit incurred credit, bank guarantees or other similar instruments in an aggregate face amount not to exceed at any time $60,000,000 issued in the ordinary course of business to secure obligations of the Company and its Subsidiaries under workers’ compensation and other social security programs, and Contingent Obligations with respect to any such permitted letters of credit, bank guarantees or other similar instruments, and (iib) trade bank acceptance drafts incurred constituting payment or other obligations to Praxair or its Affiliates in respect of employee benefits under the ordinary course of businessEmployee Benefits Disaffiliation Agreement dated January 1, 1997, between Chicago Bridge & Iron Company and Praxair, as amended from time to time; (fix) current liabilities, Indebtedness under the Credit Agreement and the other than for borrowed money, incurred “Loan Documents” (as defined in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(kCredit Agreement), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (ix) (a) Permitted Existing Indebtedness and (b) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is createdin addition to that referred to elsewhere in this Section 7.3(A), incurred by the Company’s Subsidiaries, provided that no Default or assumed in reliance on this clause (i)Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and provided further that the aggregate principal outstanding amount of all Indebtedness outstanding in reliance on incurred by the Company’s Subsidiaries under this clause (ix)(b) (together with the aggregate principal amount of shall not at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not time exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable20,000,000.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to createenter into, directly or indirectly, issue, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Guarantee any Indebtedness that may be incurred after unless (A) the Effective Date under commitments Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to extend such Indebtedness available on documentation in form and substance reasonably satisfactory to the Effective Date Administrative Agent and so described), and Indebtedness (B) at the proceeds time of which are used solely to refinance any incurrence of such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all such Indebtedness outstanding of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (1) through (4) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on this clause the final proviso to Subsection 3.1, shall not exceed the Maximum Priority Amount at such time, except (i1) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (together and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (2) any Indebtedness in effect as of the Closing Date that is listed on Schedule 3.7 (and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, refunding, renewal or extension), (3) additional Indebtedness, when aggregated, without duplication, with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed secured by Liens in reliance on this clause (iSubsection 3.1(M)) does , not to exceed the greater of (i) $250,000,000 200,000,000 at any one time outstanding and (ii4) 5.0% Indebtedness of Tangible Net Worth as of a Subsidiary to the Effective Date Borrower or as of the date such Indebtedness is created, incurred or assumed, as applicableanother Subsidiary.

Subsidiary Indebtedness. The Borrower will not permit Permit any of its Subsidiaries (other than any Domestic Subsidiary that is not an Obligor Loan Party) to create, incur, assume assume, or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness under the Loan Documents; (b) any other Indebtedness existing on the Effective Date and described of Subsidiaries set forth in Schedule 7.01 (8.03 and any Indebtedness renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s); provided that may be incurred after the Effective Date under commitments to extend amount of such Indebtedness available on is not increased at the Effective Date and so described)time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other amount paid, and Indebtedness the proceeds of which are used solely fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to refinance such Indebtednessany existing commitments unutilized thereunder; (c) intercompany Indebtedness referred to in, and secured by Liens permitted under, under Section 7.02(e)8.02; (d) Indebtedness referred to inobligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of provided that (i) documentary letters of credit and trade letters of credit incurred such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) trade bank acceptance drafts such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) endorsements in the ordinary course of business of negotiable instruments for deposit or collection; (f) Indebtedness in an aggregate amount for all Permitted Acquisitions not to exceed $15,000,000 incurred or assumed in connection with Permitted Acquisitions; provided that, (i) such Indebtedness is recourse only to the entity or asset so acquired, (ii) GFI shall have demonstrated that after giving effect to any such Permitted Acquisition and the incurrence or assumption of the related Indebtedness on a Pro Forma Basis, GFI is in compliance with all of the covenants set forth in Section 8.11 and (iii) such Indebtedness exists at the time of any such Permitted Acquisition and is not created in contemplation of or in connection with such Permitted Acquisition; (g) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; (h) obligations of Regulated Subsidiaries to clearing agencies with respect to transactions executed by the Regulated Subsidiaries in the ordinary course of business; (fi) current liabilities, any payable owing by any Subsidiary to GFI or any of its other than Subsidiaries for borrowed money, incurred in the payment by GFI or any of its Subsidiaries of the ordinary course expenses of businesssuch Subsidiary; (gj) any Indebtedness of any Subsidiary that is not a Loan Party owing to the Borrower or any other SubsidiarySubsidiary that is not a Loan Party; (hk) any Indebtedness arising from Domestic Securitization Transactions permitted owing by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at a Regulated Subsidiary to any time outstandingLoan Party; and (il) other Indebtedness, provided that, as Guarantees with respect to Indebtedness permitted under clauses (a) through (f) of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableSection 8.03.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to of its Subsidiaries to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under Indebtedness created pursuant to the Loan Documents; (b) any other Indebtedness existing on the Effective Date date hereof and described in set forth on Schedule 7.01 (7.1 and extensions, renewals and replacements of any such Indebtedness that may be incurred after do not increase the Effective Date outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) unless permitted under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessthis Section 7.1; (c) Indebtedness referred of any Subsidiary (other than any Indebtedness under any Synthetic Lease) incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets secured by Liens permitted undera Lien on any such assets prior to the acquisition thereof; provided, Section 7.02(e)that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements; provided, further, that the aggregate principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; provided, that any such Indebtedness that is owed to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (he) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary or Minority Investment; provided, that (i) Guarantees by any Loan Party of Indebtedness of any Subsidiary or Minority Investment that is not a Subsidiary Loan Party shall be subject to Section 7.4 and (ii) Guarantees of Indebtedness of the Borrower shall only be permitted if the Subsidiary could incur such Indebtedness that is being Guaranteed under this Section 7.1; (f) Indebtedness arising from Domestic Securitization Transactions in respect of obligations under Hedging Agreements permitted by Section 7.02(k), provided that the -------- 7.9; and --- (g) Indebtedness under Synthetic Leases and other unsecured Indebtedness in an aggregate principal amount of such Indebtedness shall not to exceed $300,000,000 50,000,000 at any time outstanding; and (ih) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause Restricted Subsidiary (i) (together with resulting from the aggregate principal amount transfer of any receivable in connection with a Permitted Securitization Transaction so long as such Indebtedness is non-recourse as to be created, incurred the Borrower or assumed in reliance on this clause any Restricted Subsidiary (i)other than as to the transferred receivables and related property) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% consisting of Tangible Net Worth as Standard Securitization Undertakings in connection with any Permitted Securitization Transaction; and (i) Indebtedness of the Effective Date or as of the date such Indebtedness is created, any Permitted Securitization Subsidiary incurred or assumed, as applicablein connection with any Permitted Securitization Transaction.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume incur or permit suffer to exist any Indebtedness, except: (a) obligations under the Loan Documents;Loans and the Reimbursement Obligations. (b) any Indebtedness (other Indebtedness existing than Securitization Obligations) outstanding on the Effective Date and described date of this Agreement or incurred pursuant to commitments in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available existence on the Effective Date and so described), and Indebtedness the proceeds date of which are used solely to refinance such Indebtedness;this Agreement. (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e);the Company or any other Subsidiary. (d) Indebtedness referred to in, of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness existed at the time such Person becomes a Subsidiary and secured by Liens permitted under, Sections 7.02(c) and 7.02(d);is not created in contemplation of or in connection with such Person becoming a Subsidiary. (e) any refunding or refinancing of any Indebtedness referred to in respect clauses (a) through (d) above; provided that any such refunding or refinancing of Indebtedness referred to in clause (b), (c) or (d) does not increase the principal amount thereof. (f) Securitization Obligations of special-purpose finance Subsidiaries; provided that no Person has recourse against the Company, any Subsidiary Borrower or any Significant Subsidiary for such Securitization Obligations other than recourse related to Standard Securitization Undertakings. (g) Indebtedness arising from (i) documentary letters the endorsement of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; , or (fii) current liabilitiesthe honoring by a bank or other financial institution of a check, other than for borrowed money, incurred draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary;. (h) Indebtedness arising from Domestic Securitization Transactions permitted guarantees of loans and advances by Section 7.02(k)third parties to employees and officers of a Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate outstanding principal amount of such Indebtedness shall does not exceed $300,000,000 at any time outstanding; andexceed $100,000,000. (i) other IndebtednessIndebtedness of a Subsidiary arising from agreements providing for indemnification, provided thatadjustment of purchase price or similar obligations or from guarantees, as Letters of Credit, surety bonds or performance bonds securing any obligations of the Effective Date and as Company or any of the time any Indebtedness is created, its Subsidiaries incurred or assumed in reliance on this clause connection with the disposition of any business, property or Subsidiary. (ij) Indebtedness arising from Rate Hedging Obligations. (k) Contingent Obligations (to the extent permitted by Section 6.11 and without duplication). (l) Indebtedness outstanding under investment grade commercial paper programs. (m) other Indebtedness; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate principal amount of all such other Indebtedness outstanding in reliance on this clause (i) (together with of the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) Subsidiaries does not exceed the greater of (i) $250,000,000 and (ii) 5.0an amount equal to 20% of Tangible Net Worth as of the Effective Date or as of the date at such Indebtedness is created, incurred or assumed, as applicabletime.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor of the Borrower's Subsidiaries to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness arising under this Agreement and the other Loan Documents; (b) any other Indebtedness existing on of the Effective Date and described Subsidiaries set forth in Schedule 7.01 7.03 (and any renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness that may be incurred after and in amounts no greater than such existing Indebtedness at the Effective Date under commitments to extend time of such Indebtedness available on the Effective Date and so describedrenewal, refinancing or extension), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) purchase money Indebtedness referred (including obligations in respect of Capital Leases and Synthetic Lease Obligations) hereafter incurred by the Subsidiaries to in, finance fixed assets provided that (i) the total of all such Indebtedness (other than Indebtedness set forth on Schedule 7.03) for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the value of the asset(s) financed; and secured by Liens permitted under, Section 7.02(e)(iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) Indebtedness referred obligations of the Subsidiaries in respect of Swap Contracts entered into in order to in, manage existing or anticipated interest rate or exchange rate risks and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)not for speculative purposes; (e) intercompany Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessGuarantees permitted under Section 7.02; (f) current liabilitiesin addition to the Indebtedness otherwise permitted by this Section 7.03, other than for borrowed money, Indebtedness hereafter incurred in by the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)Subsidiaries, provided that (i) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Loan Documents, (ii) no Default or Event of Default shall exist before or after giving effect on a Pro Forma Basis to the incurrence thereof, (iii) the aggregate principal amount of such Indebtedness shall not exceed $300,000,000 2,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (iiiv) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablepermitted under the Senior Subordinated Note Indenture.

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Restricted Subsidiary that is not an Obligor to to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness of the Loan Parties under the Loan Documents; (b) any other Indebtedness existing outstanding on the Seventh Restatement Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessPermitted Refinancing thereof; (c) Guarantees by a Restricted Subsidiary in respect of Indebtedness referred to inof another Restricted Company otherwise permitted hereunder (including, and secured for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Liens permitted under, Section 7.02(e7.03(r)); (d) Indebtedness referred to in, and secured of a Restricted Subsidiary that constitutes an Investment permitted by Liens permitted under, Sections 7.02(c) and 7.02(d)Section 7.02; (e) Indebtedness of any Restricted Subsidiaries in respect an aggregate principal amount at any time outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(v), but without duplication thereof) that does not exceed the greater of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business $500,000,000 and (ii) trade bank acceptance drafts 15% of Consolidated Shareholders’ Equity; (f) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such Indebtedness; (g) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (fh) current liabilitiesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.05; (i) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other than for borrowed moneysimilar adjustments; (j) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (k) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, incurred in each case, in the ordinary course of business; (gm) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Subsidiary owing credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the Borrower drawing of such letters of credit or any other Subsidiarythe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (hn) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (o) Indebtedness arising from Domestic in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (p) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (q) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (r) (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Transactions permitted by Section 7.02(kVehicle (a “Securitization Financing”), ; provided that the aggregate amount of (A) such Indebtedness when incurred shall not exceed $300,000,000 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time outstandingencumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (s) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), 7.01(q) or 7.01(s); (t) Indebtedness secured by Liens permitted pursuant to Section 7.01(v); and (iu) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause all premiums (iif any), the aggregate principal amount of all Indebtedness outstanding interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in reliance on this clause clauses (ia) through (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)t) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) obligations under Indebtedness outstanding on the Loan DocumentsClosing Date set forth on Schedule 7.03, including the Seller Financing, if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased above the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or arising under any other Indebtedness existing on Swap Contract, provided that such obligations are (or were) entered into by such Person for hedging purposes in the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)ordinary course of business, and Indebtedness the proceeds not for purposes of which are used solely to refinance such Indebtednessspeculation or taking a “market view”; (c) (i) purchase money Indebtedness referred (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to infinance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by Liens permitted underfixed assets and all renewals, Section 7.02(e)refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $60,000,000 at any one time outstanding; (d) so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness referred (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an Acquisition to inthe extent, and secured by Liens permitted underin each case, Sections 7.02(cthat such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) and 7.02(d)consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) Indebtedness in respect of Indebtedness, including (i) documentary letters of credit securities lending transactions, at Regulated Subsidiaries and trade letters of credit other stock lending transactions, repurchase agreements and other collateralized financing transactions at Subsidiaries, in each case (A) secured by marketable securities, real estate loans (including related purchase commitments) commodities or other financial products and (B) incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (f) current liabilities, other than endorsement of items for borrowed money, incurred deposit or collection of commercial paper received in the ordinary course of business; (g) intercompany Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiarypermitted under Section 7.02; (h) Indebtedness arising from Domestic Securitization Transactions permitted obligations to purchase or redeem Equity Interests held by Section 7.02(k)current or former partners, provided that officers, directors, employees, consultants, service providers and their respective estates, spouses or former spouses in the aggregate amount ordinary course of such Indebtedness shall not exceed $300,000,000 at any time outstanding; andbusiness; (i) other Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by shares of Intercontinental Exchange Inc. or NASDAQ held by the Borrower or its Subsidiaries at any time; provided that, as of the Effective Date that such Indebtedness shall be at customary advance rates and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the shall not exceed an aggregate principal amount equal to the underlying value of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any shares securing such Indebtedness (the value of such shares to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or determined as of the date such Indebtedness is createdincurred); (j) Indebtedness of Newmark to the extent the proceeds thereof are used to pay outstanding amounts under the Term Loan Facility; (k) Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of Affiliates and (ii) Guarantees by Berkeley Point to ▇▇▇▇▇▇ ▇▇▇ under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements, in each case in the ordinary course of business; and (l) other unsecured Indebtedness in an aggregate principal amount not to exceed the difference of $40,000,000 less, without duplication, any Liens incurred or assumed, as applicablepursuant to Section 7.01(t).

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to Directly or indirectly create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary, except: (a) obligations Indebtedness under the Loan Documents; (b) any other Indebtedness existing outstanding on the Effective Closing Date and described in listed on Schedule 7.01 (7.02 and any refinancings, refundings, renewals or extensions thereof with Indebtedness that may be incurred after of a similar type; provided, that, the Effective Date under commitments to extend amount of such Indebtedness available on is not increased at the Effective Date and so described)time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and Indebtedness the proceeds of which are used solely fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to refinance such Indebtednessany existing commitments unutilized thereunder; (c) Guarantees provided by any Subsidiary in respect of Indebtedness referred to in, and secured of any wholly-owned Subsidiary otherwise permitted by Liens permitted under, this Section 7.02(e)7.02; (d) Indebtedness referred to inobligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and secured by Liens permitted under, Sections 7.02(cnot for purposes of speculation or taking a “market view;” and (ii) and 7.02(d)such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of (i) documentary letters capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, that, the aggregate amount of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessall such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) current liabilities, other than for borrowed money, incurred in the ordinary course Indebtedness of businessForeign Subsidiaries under daylight or overnight overdraft facilities with local lenders; (g) intercompany Indebtedness of any between one Subsidiary owing to and another and between the Borrower or and any other Subsidiary;; and (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)other Indebtedness; provided, provided that, that the aggregate outstanding principal amount of such Indebtedness, when taken together (without duplication) with the aggregate outstanding principal amount of Indebtedness and other obligations secured by Liens incurred in reliance on Section 7.01(p), shall not exceed $300,000,000 at any time outstanding; and an amount equal to thirty-five percent (i35%) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Consolidated Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableWorth.

Subsidiary Indebtedness. The Borrower will shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) obligations Indebtedness of the Subsidiaries under the Loan DocumentsSubsidiary Guaranty; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (eii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, provided such Indebtedness is not incurred by the Borrower in violation of this Agreement; (iiii) documentary letters Indebtedness in respect of credit obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(O); (vii) Indebtedness with respect to surety, appeal and trade letters performance bonds obtained by any of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Borrower’s Subsidiaries in the ordinary course of business; (fviii) current liabilities, other than for borrowed money, Indebtedness incurred in connection with the ordinary course of business; (g) Receivables Purchase Documents, provided, that Receivables Facility Attributed Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall incurred in connection therewith does not exceed $300,000,000 250,000,000 in the aggregate at any time outstanding; and (iix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower’s Subsidiaries; provided that no Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness incurred by the Borrower’s Subsidiaries (other Indebtedness, provided that, as of the Effective Date and as of the time any than Indebtedness is created, incurred or assumed in reliance on this clause pursuant to clauses (i), the aggregate principal amount (ii), (v), (vi) and (viii) of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (iSection 7.3(A)) does shall not at any time exceed the greater of (i) $250,000,000 and (ii) 5.025% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableBorrower’s Consolidated Total Capitalization.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under the Loan Documents[Intentionally Omitted]; (b) any other Indebtedness existing (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Effective Date and described in listed on Schedule 7.01 (7.02 and any additional Indebtedness that may be incurred after the Effective Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments to extend or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements, refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness available is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the extent any change occurs between the Effective Date and the Closing Date solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date and so described), and Indebtedness without any requirement for any amendment or any consent by the proceeds of which are used solely to refinance such IndebtednessAdministrative Agent or any Lender; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower Company or to any other Subsidiary; (hd) [Intentionally Omitted]; (e) Guarantees by any Subsidiary in respect of Indebtedness of the Company or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the aggregate; (f) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), of one or more Subsidiaries under (i) the Existing Revolving Credit Agreement (and European commercial paper of a Subsidiary) in an aggregate principal amount not to exceed $2.5 billion and (ii) the Term Loan Facility in an aggregate principal amount not to exceed $2.0 billion (provided that solely to the aggregate extent the Term Loan Facility is increased pursuant to the incremental provisions thereof and such amounts are utilized as permanent financing for the Acquisition in lieu of permanent securities, such amount shall instead be $2.0 billion plus the amount of such Indebtedness incremental facilities, which in an aggregate amount shall not exceed $300,000,000 4.0 billion); and (g) other Indebtedness of all Subsidiaries in an aggregate principal amount not to exceed, at any time outstanding; and (i) other Indebtedness, provided that, as 10% of the Effective Date and as total book value of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Consolidated Total Tangible Net Worth as Assets of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCompany and its Subsidiaries.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor of its Restricted Subsidiaries to create, incurincur or assume, assume or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) obligations under the Loan DocumentsObligations; (b) (i) Indebtedness with respect to Capital Lease Obligations and purchase money Indebtedness in an aggregate principal amount outstanding not to exceed, at the time of incurrence thereof, the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided that any such Indebtedness shall be secured only by the assets (including all accessions, attachments, improvements and the proceeds thereof) acquired, constructed or improved in connection with the incurrence of such Indebtedness; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (b) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (c) Indebtedness in an aggregate outstanding principal amount not to exceed, at the time of incurrence thereof, together with (without duplication) the aggregate amount of Liens outstanding at such time incurred pursuant to Section 6.2(n), the greater of (x) $1,100,000,000 and (y) 10% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided, however, that if any Indebtedness is incurred to extend, renew, refinance or replace any such Indebtedness initially incurred under this clause (c) in reliance on subclause (y) above and such incurrence would cause the amount permitted under subclause (y) above to be exceeded, such extensions, renewals, refinancings or replacements shall be permitted so long as the resulting Indebtedness is of a similar type and does not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under clause (k) of Article VIII; (f) Indebtedness in connection with cash management or custodial agreements, netting services, automatic clearinghouse arrangements, overdraft protections and other similar obligations in connection with deposit accounts and securities accounts and Indebtedness in connection with credit card, debit card or other similar cards or payment processing services; (g) Guarantees by a Restricted Subsidiary of Indebtedness of any Restricted Subsidiary that is not a Guarantor with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations; (h) Indebtedness existing on the Effective Date (or, in the case of any Indebtedness of the Target Group that was not created in contemplation of or in connection with the Closing Date Acquisition, the Closing Date) and described in Schedule 7.01 (6.1 to the Disclosure Letter and extensions, renewals, refinancings and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on with Indebtedness of a similar type that does not increase the Effective Date and so described)outstanding principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and Indebtedness the proceeds of which are used solely to refinance fees and expenses reasonably incurred, in connection with such Indebtednessextensions, renewals, refinancings or replacements; (ci) Indebtedness referred obligations under any Swap Agreement; provided that such obligations are entered into in order to ineffectively cap, and secured by Liens permitted undercollar or exchange interest rates (from floating to fixed rates, Section 7.02(e)from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (dj) Indebtedness referred with respect to insurety, and secured by Liens permitted underappeal, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred indemnity, performance or other similar bonds in the ordinary course of business; (fk) current liabilities, other than for borrowed money, incurred Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (gl) Indebtedness of any Person that becomes a Subsidiary owing after the date hereof pursuant to an Acquisition permitted hereunder; provided that such Indebtedness exists at the Borrower time such Person becomes a Subsidiary and is not created in contemplation of or any other in connection with such Person becoming a Subsidiary; (hm) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided of any Restricted Subsidiary that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstandingis a Guarantor; and (in) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of Loan Parties under the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableExisting Credit Agreement.

Subsidiary Indebtedness. The Borrower will not Allow or permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness in an aggregate outstanding principal amount which exceeds 20% of Consolidated Net Worth (the “Subsidiary Debt Cap”) (measured as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01, exceptafter giving pro forma effect for any Acquisition or Material Disposition occurring since the end of such quarter and on or prior to the time of such incurrence (provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if such aggregate outstanding principal amount of Indebtedness shall not at a later time exceed the Subsidiary Debt Cap so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted to be incurred)), other than the following: (ai) obligations under Indebtedness owing to the Loan DocumentsBorrower or to any other Subsidiary of the Borrower and (ii) guaranties of any Indebtedness of any Subsidiary owing to the Borrower or to any other Subsidiary; (b) any other Indebtedness existing on guaranties in the Effective Date ordinary course of business of the obligations of suppliers, customers, franchisees and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend licensees of such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such IndebtednessSubsidiary; (c) Indebtedness referred incurred by any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Subsidiary pursuant to insuch agreements, and secured by Liens permitted underin connection with acquisitions or dispositions of any business, Section 7.02(e)assets or Subsidiary of such Subsidiary; (d) Indebtedness referred owed to inany Person (including obligations in respect of letters of credit) which finances worker’s compensation, and secured by Liens permitted underhealth, Sections 7.02(c) and 7.02(d)disability, life insurance or other employee benefits or property, casualty or liability insurance or captive insurance, or which may be deemed to exist pursuant to reimbursement or indemnification obligations to such Person; (ei) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations to the ordinary course of businessextent any such obligations constitute indebtedness; (f) current liabilitiesIndebtedness in respect of netting services, overdraft protections and otherwise in connection with a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than for borrowed moneyan account evidenced by a negotiable certificate of deposit and Indebtedness arising from the honoring by a bank or other financial institution of a check, incurred draft or similar instrument of a Subsidiary drawn against insufficient funds in the ordinary course of business; (g) Indebtedness of any Subsidiary owing pursuant to the Borrower or any other Subsidiarya Permitted Securitization Transaction; (h) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, extensions or replacements thereof that do not increase the outstanding principal amount thereof, plus any accrued interest, premium, fees, costs and expenses payable in connection with any such refinancing, refunding, renewal or extension; (i) Indebtedness incurred to finance the acquisition, construction or improvement of any property (or Indebtedness to finance the development, construction, lease, repairs, additions or improvements to property (real or personal) whether through the direct purchase of such assets or through the purchase of equity interests in a Person owning such assets), including capital leases, tax retention and other synthetic lease obligations and purchase money obligations; provided that any such Indebtedness shall be secured only by the property acquired in connection with the incurrence of such Indebtedness and any proceeds and products thereof; (j) obligations (contingent or otherwise) of any Subsidiary existing or arising from Domestic Securitization Transactions permitted by Section 7.02(k)under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary in the aggregate amount ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Indebtedness shall Subsidiary, or changes in the value of securities issued by such Subsidiary, and not exceed $300,000,000 at any time outstandingfor purposes of speculation; and (ik) other IndebtednessAcquired Indebtedness and any modifications, provided thatrefinancings, as of refundings, extensions, renewals and replacements thereof which do not increase the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate outstanding principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be createdthereof plus interest, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 premium, fees and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableexpenses.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptIndebtedness other than: (a) obligations under the Loan DocumentsIndebtedness listed on Schedule 7.03 (including renewals, extensions and refinancings thereof ); (b) Indebtedness under the Seaboard Overseas Credit Facility (including any other Indebtedness existing on the Effective Date renewals, increases, extensions and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so describedrefinancings thereof), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in(including renewals, extensions and secured by Liens permitted underrefinancings thereof so long as the principal amount thereof is not increased) in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in clause (i) of Section 7.02(e)7.01; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of Swap Contracts entered into (i) documentary letters of credit and trade letters of credit to hedge interest rate and/or currency risk with respect to Indebtedness incurred in the ordinary course of business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated, (ii) trade bank acceptance drafts incurred to hedge currency risk with respect to any such payments expected to be received or made pursuant to a contract entered into in the ordinary course of business; business and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated or (fiii) current liabilitiesto hedge commodity risk with respect to any commodity held, other than for borrowed money, incurred required to be delivered or anticipated to be received in the ordinary course of businessbusiness and pursuant to prudent and reasonable business practices that are consistent with the business practices of other companies similarly situated; (ge) Indebtedness (including renewals, extensions and refinancings thereof), in an aggregate principal amount not to exceed $100,000,000 (but excluding for this purpose any Indebtedness incurred under the Seaboard Overseas Facility) incurred by a non-domestic Subsidiary, the proceeds of any which are paid as a dividend to the Borrower, or to a Subsidiary owing which in turn dividends such proceeds to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by pursuant to Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as 965 of the Effective Date Internal Revenue Code as amended by the American Jobs Creation Act of 2004, and as which proceeds will be invested in a domestic reinvestment plan pursuant to the terms of said Section 965 and the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.regulations promulgated thereunder;

Subsidiary Indebtedness. The Borrower will Parent shall not permit any Domestic Subsidiary that is not an Obligor of its Subsidiaries directly or indirectly to create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) obligations under the Loan Documents[reserved]; (b) Indebtedness in respect of guaranties executed by any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and Parent Credit Agreement Subsidiary Guarantor with respect to any Indebtedness that may be incurred after of the Effective Date under commitments to extend Parent, provided such Indebtedness available on is not incurred by the Effective Date and so described), and Indebtedness the proceeds Parent in violation of which are used solely to refinance such Indebtednessthis Agreement; (c) Indebtedness referred to in, and in respect of obligations secured by Liens permitted under, Section 7.02(e)Customary Permitted Liens; (d) Indebtedness referred to in, and secured constituting Contingent Obligations permitted by Liens permitted under, Sections 7.02(c) and 7.02(d)Section 6.05; (e) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Parent to any wholly-owned Subsidiary; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (ig) documentary letters Indebtedness with respect to surety, appeal and performance bonds obtained by any of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred Parent’s Subsidiaries in the ordinary course of business; (fh) current liabilitiesPrior to the Spin-Off Date, other than for borrowed money, Indebtedness incurred in pursuant to the ordinary course of businessSpinco High Yield Bond Financing so long as the Spinco High Yield Bond Conditions are satisfied; (gi) Indebtedness incurred in connection with any Permitted Receivables Facility; (j) Indebtedness under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; (k) Indebtedness of any Subsidiary owing to the Borrower or assumed in connection with any other SubsidiaryPermitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (hl) Separation Obligations; (m) Other Indebtedness arising from Domestic Securitization Transactions permitted in addition to that referred to elsewhere in this Section 6.01 incurred by Section 7.02(k), the Parent’s Subsidiaries; provided that no Default or Event of Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of such all Indebtedness shall not exceed $300,000,000 at any time outstanding; and incurred by the Parent’s Subsidiaries (i) other Indebtednessthan Indebtedness incurred pursuant to clauses (b), provided that(e), as of the Effective Date and as of the time any Indebtedness is created(f), incurred or assumed in reliance on this clause (i), (j) and (l) of this Section 6.01) shall not at any time exceed 25% of the aggregate principal amount of all Parent’s Consolidated Total Capitalization. Notwithstanding the foregoing, in no event shall (x) the Borrower directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness outstanding in reliance on this other than the Obligations and Indebtedness permitted pursuant to the foregoing clause (ie), or (y) (any Subsidiary of the Borrower directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness otherwise permitted hereunder in an aggregate amount outstanding for all such Subsidiaries of the Borrower which, together with the aggregate principal amount of any such Indebtedness Contingent Obligations permitted to be createdincurred by such Subsidiaries pursuant to Section 6.05, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0at any time exceeds 5% of Consolidated Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableAssets.

Subsidiary Indebtedness. The Borrower will From and after the Effective Date, the Company shall not permit any Domestic Material Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations (i) the Obligations and any other Indebtedness created under the Loan Documents;, and (ii) any other Indebtedness if the Loans are guaranteed on a pari passu basis by each Material Subsidiary that has incurred such Indebtedness; provided that any such guarantee may, at the option of the Company, be automatically released if the Material Subsidiary providing such guarantee is no longer liable in respect of such Indebtedness. (b) any other Indebtedness; provided that, immediately after giving effect thereto, the aggregate outstanding principal amount of all Indebtedness existing on (without duplication) under this Section 7.02(b) would not exceed the Effective Date greater of (x) $1,575,000,000 and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds y) 35% of which are used solely to refinance such Indebtedness;Consolidated EBITDA. (c) Indebtedness referred to in, assumed in connection with any Acquisition of a Person after the date hereof and secured by Liens permitted under, Section 7.02(e);not incurred in contemplation thereof. (d) Indebtedness referred existing or entered into on the Effective Date and, to inthe extent having a principal amount in excess of $300,000,000 individually, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d);set forth on Schedule 7.02. (e) purchase money Indebtedness (including Capital Lease Obligations) hereafter incurred to finance the purchase of fixed assets, provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed. (f) (x) Indebtedness to the Company or any Subsidiary and (y) Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the Company to the extent that such Indebtedness is not prohibited hereby. (g) Indebtedness resulting from Surety Indemnification Obligations of such Material Subsidiary. 4857-0343-40294880-4767-9669 v.93 (h) Indebtedness, if any, that may exist in respect of deposits or payments made by customers or clients of such Material Subsidiaries. (i) documentary Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services including in respect of Cash Management Agreements or in connection with any automated clearing-house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables. (j) to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and trade letters similar obligations. (k) Indebtedness representing deferred compensation to directors, officers, employees, members of credit incurred in the ordinary course management, managers and consultants of business and (ii) trade bank acceptance drafts a Material Subsidiary incurred in the ordinary course of business;. (fl) current liabilitiesGuarantees in respect of Indebtedness permitted to be incurred pursuant to this Section 7.02. (m) Indebtedness incurred to finance workers’ compensation, other than for borrowed moneyhealth, disability or life insurance or which finances any Benefit Plan or property, casualty or liability insurance, or self-insurance, in each case, in the ordinary course of business. (n) Indebtedness in an aggregate principal amount of up to $50,000,000 consisting of letters of credit or bank guaranties issued to support the obligations of any Material Subsidiary incurred in the ordinary course of business;. (go) Indebtedness in connection with any Sale-Leaseback. (p) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in this Section 7.02. (q) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business. (r) any extensions, renewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements of any Subsidiary owing Indebtedness permitted by this Section 7.02 (and, in the case of guarantees, guarantees in respect of any extension, renewal, refinancing, amendment, restatement, supplement, refunding, modification or replacement of the guaranteed indebtedness), to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided extent that the aggregate principal amount of such Indebtedness thereof shall not exceed $300,000,000 at be increased above the principal amount thereof outstanding immediately prior to such extension, renewal, refinancing, amendment, restatements, supplement, refunding, modification or replacement (except by an amount equal to any time outstanding; and (iexisting commitments utilized thereunder) other Indebtednessthan increases related to required premiums, provided thataccrued interest and reasonable fees and expenses in connection with such extensions, as of the Effective Date and as of the time any Indebtedness is createdrenewals, incurred refinancings, amendments, restatements, supplements, refundings, modifications or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.replacements. 4857-0343-40294880-4767-9669 v.93

Subsidiary Indebtedness. The Borrower Parent will not permit any Domestic Subsidiary that is not an Obligor a Loan Party to create, incur, assume or permit to exist any IndebtednessIndebtedness (including pursuant to any Guarantee of Indebtedness of the Parent or another Subsidiary), except: (a) obligations under Indebtedness owing to the Loan DocumentsParent or another Subsidiary; (b) any other Guarantees of Indebtedness existing on of another Subsidiary that is not a Loan Party, to the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend extent such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessis permitted by this Section 7.01; (c) Indebtedness referred to inof any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Indebtedness shall not be Guaranteed by the Parent or any other Subsidiary, and secured by Liens permitted underexcept Indebtedness that, Section 7.02(e)in the aggregate, but without duplication, does not exceed $25,000,000 may be Guaranteed; (d) Indebtedness referred incurred to infinance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and secured extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by Liens permitted under, Sections 7.02(cthis clause (d) and 7.02(d)shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness incurred in respect relation to arrangements made in the ordinary course of business to facilitate the operation of bank accounts on a net balance basis; (if) documentary letters of credit and trade letters of credit short term Indebtedness from banks incurred in the ordinary course of business pursuant to a facility required in order to comply with rules and (ii) trade bank acceptance drafts incurred in regulations issued from time to time by regulatory authorities; provided that such compliance is required for the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of applicable Subsidiary to remain licensed to conduct its business; (g) other Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; in an aggregate principal amount (hfor all such Subsidiaries combined, but without duplication) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed exceeding $300,000,000 200,000,000 at any time outstanding; and (ih) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicablehereof with respect to the Gras Savoye Transactions.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (ai) obligations any Indebtedness secured by liens permitted by Section 6.04(j) or Indebtedness in respect of any capital leases resulting from Sale and Leaseback Transactions permitted by Section 6.08; and any Indebtedness secured by liens permitted by Section 6.04(m), so long as the aggregate principal amount outstanding of all Indebtedness of the Company and its Subsidiaries secured by liens permitted under Section 6.04(m) plus the aggregate book value of the property leased by the Company or any of its Subsidiaries that is the subject of Sale and Leaseback Transactions under clause (ii) of Section 6.08 shall not exceed 15% of Consolidated Tangible Net Worth of the Company at any time; (ii) Indebtedness of the Loan Parties under the Loan Documents; (biii) Indebtedness or any other Indebtedness refinancing thereof of any Subsidiary existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessdate hereof; (civ) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e)of any Subsidiary existing on the date it becomes a Subsidiary so long as such Indebtedness was not incurred in contemplation of such Subsidiary becoming a Subsidiary; (dv) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)the Company or to a Wholly Owned Subsidiary of the Company; (evi) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business in connection with supermarket leases that constitute Capitalized Lease Obligations and (ii) trade bank acceptance drafts incurred in which the ordinary course of businesslessee is a Guarantor; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (gvii) Indebtedness of A&P Canada incurred in respect of the commercial paper issued by it; provided, however, that the aggregate amount of Indebtedness incurred pursuant to this clause (vii) shall not at any Subsidiary owing to time exceed the Borrower or any other Subsidiary;amount of the unused portion of the Total Canadian Commitment at such time; and (hviii) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)other Indebtedness, provided that the aggregate principal amount outstanding of all such other Indebtedness shall not exceed $300,000,000 at any time outstanding; and of all Subsidiaries (excluding amounts permitted under clauses (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause through (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (ivii) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)above) does not exceed the greater of U.S.$50,000,000 (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableits equivalent).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor (including the Designated Borrower) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations Indebtedness of the Designated Borrower under the Loan Documents; (b) any other Indebtedness existing (including Indebtedness of the Target or the Target’s Subsidiaries) outstanding on the Effective Date and described in listed on Schedule 7.01 (7.02 and any additional Indebtedness that may be incurred after the Effective Date under the revolving credit arrangements listed on Schedule 7.02 in an aggregate principal amount at any one time outstanding not to exceed the commitments to extend or limits existing with respect thereto on the date hereof and set forth on such Schedule and any replacements, refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness available is not increased at the time of such replacement, refinancing, refunding, renewal or extension above the commitments or limits set forth on such Schedule; and provided, further, to the extent any change occurs between the Effective Date and the Closing Date solely with respect to Indebtedness that is specifically permitted to be incurred by the Target or the Target’s Subsidiaries pursuant to the terms of the Acquisition Agreement (as in effect on the date hereof) which would make the contents of such Schedule 7.02 incomplete as of the Closing Date as a result thereof, the Company may deliver to the Administrative Agent an updated version of such Schedule on or prior to the Closing Date to reflect such additional Indebtedness, which updated version shall replace the version of such Schedule delivered on the Effective Date and so described), and Indebtedness without any requirement for any amendment or any consent by the proceeds of which are used solely to refinance such IndebtednessAdministrative Agent or any Lender; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Company or to any other Subsidiary; (d) Indebtedness referred of the Target at the time the Acquisition is consummated pursuant to inthe Acquisition Agreement and the Target becomes a Subsidiary of the Company in an aggregate principal amount not to exceed $2.1 billion and any replacement, and secured by Liens permitted underrefinancings, Sections 7.02(c) and 7.02(d)refundings, renewals or extension thereof; provided that the principal amount of such Indebtedness is not increased at the time of such replacement, refinancing, refunding, renewal or extension; (e) Indebtedness Guarantees by any Subsidiary in respect of (i) documentary letters Indebtedness of credit and trade letters the Company or any other Subsidiary otherwise permitted hereunder; provided, however, that any Guarantees by Subsidiaries in respect of credit incurred Indebtedness of the Company shall not exceed, at any time outstanding, $50,000,000 in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businessaggregate; (f) current liabilities, other than for borrowed money, incurred Indebtedness of one or more Subsidiaries under (i) the Revolving Loan Facility in an aggregate principal amount not to exceed $1.5 billion and (ii) the ordinary course of business;Bridge Loan Facility in an aggregate principal amount not to exceed $7.5 billion; and (g) other Indebtedness of any Subsidiary owing all Subsidiaries in an aggregate principal amount not to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)exceed, provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as 10% of the Effective Date and as total book value of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Consolidated Total Tangible Net Worth as Assets of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableCompany and its Subsidiaries.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor Material Subsidiaries (excluding HDFS and HDFC) to create, incur, assume or permit suffer to exist any Indebtedness, exceptexcept any one or more of the following types of Indebtedness: (a) obligations the Obligations and any other Indebtedness created under the Loan Documents; (b) any other Indebtedness existing or contemplated on the Effective Closing Date and described in set forth on Schedule 7.01 (6.2.1(b) and extensions, renewals and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on with Indebtedness of a similar type to the Effective Date and so described)extent that such extension, and Indebtedness renewal or replacement does not increase the proceeds of which are used solely to refinance such Indebtednessprincipal amount thereof; (c) Indebtedness referred of any Subsidiary of Harley incurred pursuant to inany Permitted Finance Receivables Securitization (including, and secured by Liens permitted underwithout limitation, Section 7.02(eany Permitted Securitization Recourse Obligations); (d) Indebtedness referred of any Subsidiary of Harley to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(dany Company or any other Subsidiary of Harley; provided that Indebtedness of any Non-Loan Party to any Company shall be subject to the limitations set forth in Section 6.2.9(e); (e) Indebtedness subject to a Lien permitted to secure such Indebtedness pursuant to Section 6.2.2; (f) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; (g) guarantees in respect of Indebtedness of Harley or any Subsidiary of Harley that is otherwise permitted hereunder; (h) Indebtedness arising under capitalized leases and purchase money obligations, in each case to finance the purchase, repair or improvement of fixed or capital assets, and extensions, renewals and replacements thereof, provided that any Lien in respect thereof shall be subject to the proviso in Section 6.2.2(b); (i) documentary letters of credit and trade letters of credit Indebtedness assumed in connection with any acquisition permitted under this Agreement (or, to the extent the principal amount thereof does not exceed the Indebtedness refinanced or replaced, Indebtedness incurred to refinance or replace any Indebtedness that would otherwise be assumed in connection with such an acquisition, but otherwise excluding Indebtedness incurred in contemplation of such an acquisition) and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type to the ordinary course of business and extent that such extension, renewal or replacement does not increase the principal amount thereof; (iij) trade bank acceptance drafts Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (fk) current liabilitiesIndebtedness consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of equity interests to the extent not prohibited by Section 6.2.10; (l) Indebtedness incurred in connection with acquisitions or dispositions permitted under this Agreement constituting indemnification obligations or the adjustment of the purchase price or similar adjustments; (m) Indebtedness under deferred compensation, retiree healthcare medical benefits or other similar employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement; (n) Indebtedness incurred in respect of cash management services, netting services, overdraft protection (so long as such overdraft is not outstanding for a period of more than for borrowed moneytwo (2) Business Days) and similar arrangements, incurred in each case in the ordinary course of business; (go) Indebtedness consisting of any Subsidiary owing to take-or-pay obligations contained in supply or similar arrangements in the Borrower or any other Subsidiaryordinary course of business; (hp) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the aggregate amount drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of performance and surety, stay, customs, appeal and performance bonds and performance and completion guarantees or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business; (r) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes; (s) unsecured Indebtedness shall of H-D Varese Holding Co. S.r.l. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceed exceeding €200,000,000 at any time outstanding; (t) unsecured Indebtedness of Harley-Davidson Financial Services Canada, Inc. and its Subsidiaries (including successors and assigns) in an aggregate principal amount not exceeding $300,000,000 at any time outstanding; (u) Subordinated Indebtedness and Subordinated Intercompany Indebtedness; and (iv) other Indebtedness, provided that, as of the Effective Date and as of the time any unsecured Indebtedness is created, incurred or assumed not otherwise permitted under this Section 6.2.1 in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not exceeding $60,000,000 at any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicabletime outstanding.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that of Parent which is not an Obligor a Borrower hereunder to create, incurassume, assume incur or permit suffer to exist any Indebtedness, exceptIndebtedness or Contingent Obligations with respect to Indebtedness other than: (a) obligations under the Loan DocumentsDefeased Debt; (b) any other secured Indebtedness existing on the Effective Date (including Capital Lease Obligations) and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of Contingent Obligations which are used solely to refinance such Indebtednesspermitted by Sections 6.4(f) or 6.4(g); (c) unsecured Indebtedness referred and Contingent Obligations which were created, assumed or incurred by such Subsidiary prior to inits acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, and secured by Liens permitted under, Section 7.02(e)renewals or extensions thereof; (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit credit, surety bonds and trade letters other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of business their business; (e) Intercompany Debt, provided such Indebtedness is not subject to any Lien (other than Liens in favor of the Administrative Agent and (ii) trade bank acceptance drafts incurred in the ordinary course of businessLenders); (f) current liabilitiesContingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any management agreement, development agreement or other than for borrowed moneysimilar instruments to which such Management Companies are also party, incurred in provided that: (i) the ordinary course assets of businesseach Management Company issuing any such guarantees shall not exceed 1.0% of Net Tangible Assets at any time; and (ii) the aggregate amount of assets of all Management Companies issuing guarantees permitted by this Section 6.7(f) shall not exceed 5% of Net Tangible Assets at any time; (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness of any Subsidiary owing to Persons in which such Joint Venture Holding Companies own equity securities; provided that the Borrower or any other Subsidiary;Persons owning such equity securities have also ratably guaranteed such Indebtedness; and (h) other Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the in an aggregate amount of such Indebtedness shall not to exceed $300,000,000 50,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to to, create, incur, assume or permit to exist any Indebtedness, except: (ai) obligations under the Loan Documents; (b) any other Indebtedness existing on the Effective Date date hereof and described set forth in Schedule 7.01 (6.1 and extensions, renewals and replacements of any such Indebtedness with Indebtedness that may be incurred after does not increase the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessoutstanding principal amount thereof; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (hiii) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (iv) Indebtedness arising from Domestic Securitization Transactions permitted incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by Section 7.02(k)a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (A) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the aggregate amount completion of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and construction or improvement and (iB) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness permitted by this Section 6.1(iv) shall not exceed $50,000,000 at any time outstanding; (v) Indebtedness as an account party in respect of letters of credit; (vi) Indebtedness incurred to fund acquisitions; and (vii) other Indebtedness so long as, immediately after giving effect (on a Pro Forma Basis, if applicable) thereto and the application of the proceeds thereof, the aggregate outstanding in reliance on principal amount of Indebtedness permitted under this clause (i) (Section 6.1(vii), together with the aggregate principal amount of any such Indebtedness to be createdand other obligations secured by Liens permitted under Section 6.2(iv), incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.020% of Tangible Net Worth as Consolidated Total Assets (determined at the time of the Effective Date incurrence thereof by reference to the Borrower’s financial statements most recently delivered pursuant to pursuant to Section 5.1(i) or as 5.1(ii) or, if prior to the date of delivery of the date such Indebtedness is createdfirst financial statements to be delivered pursuant to Section 5.1(i) or 5.1(ii), incurred or assumed, as applicablethe most recent financial statements referred to in Section 4.4(a)).

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Restricted Subsidiary that is not an Obligor to to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations [reserved]; (b) Indebtedness of the Company under the Loan Documents; (bc) any other Indebtedness existing outstanding on the Second Amendment Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e)Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in respect of Indebtedness referred to inof another Restricted Company otherwise permitted hereunder (including, and secured for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Liens permitted under, Sections 7.02(c) and 7.02(dSection 7.03(u)); (e) Indebtedness of a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; (f) [reserved]; (g) Indebtedness of any Restricted Subsidiaries in respect an aggregate principal amount at any time outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(w), but without duplication thereof) that does not exceed the greater of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business $500,000,000 and (ii) trade bank acceptance drafts 15% of Consolidated Shareholders’ Equity; (h) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such Indebtedness; (i) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (fj) current liabilitiesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.06; (k) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other than for borrowed moneysimilar adjustments; (l) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, incurred in each case, in the ordinary course of business; (go) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Subsidiary owing credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the Borrower drawing of such letters of credit or any other Subsidiarythe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (hp) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (q) [reserved]; (r) Indebtedness arising from Domestic in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (s) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (t) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Transactions permitted by Section 7.02(kVehicle (a “Securitization Financing”), ; provided that the aggregate amount of (A) such Indebtedness when incurred shall not exceed $300,000,000 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time outstandingencumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (v) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), or 7.01(q); (w) Indebtedness secured by Liens permitted pursuant to Section 7.01(w); (x) [reserved]; (y) [reserved]; and (iz) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause all premiums (iif any), the aggregate principal amount of all Indebtedness outstanding interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in reliance on this clause clauses (ia) through (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)y) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower Company will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan DocumentsObligations; (b) any other Indebtedness existing on the Effective Date date hereof and described set forth in Schedule 7.01 (6.01 and extensions, renewals and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on with Indebtedness of a similar type that does not increase the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessoutstanding principal amount thereof; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, the Company or any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 7.02(e6.04(d); (d) Guarantees by any Subsidiary of Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d)of the Company or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e), when aggregated with the aggregate principal amount of similar purchase money Indebtedness of the Company, shall not exceed $30,000,000 at any time outstanding; (f) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; (g) Guarantees under the Permitted Private Placement Financing; (h) Indebtedness under Sale and Leaseback Transactions permitted under Section 6.10; (i) documentary Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees to purchase or redeem Equity Interests to the extent that such purchases or redemptions are otherwise permitted hereunder; (j) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price (excluding earn-out obligations and deferred purchase price payment obligations in respect of Permitted Acquisitions) or similar obligations, or from guarantees or letters of credit credit, securing the performance of such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions; (k) obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements; (l) Indebtedness incurred in connection with the financing of insurance premiums so long as such Indebtedness shall not exceed the amount of the unpaid cost of, and trade letters of credit shall be incurred only to defer the cost of, such insurance premiums for the period in which such Indebtedness is incurred; (m) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections and (ii) trade bank acceptance drafts incurred in the ordinary course of businessdeposit accounts; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (gn) Indebtedness consisting of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the earn-out obligations and unsecured deferred purchase price obligations in respect of Permitted Acquisitions in an aggregate principal amount of such Indebtedness shall not exceed exceeding $300,000,000 10,000,000 at any time outstanding; and (io) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed Subsidiary in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of not exceeding $15,000,000 at any time outstanding; provided that any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as secured by any assets of the Effective Date Company or as of the date such Indebtedness any Subsidiary is created, incurred or assumed, as applicablepermitted under Section 6.02(e).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to createenter into, directly or indirectly, issue, incur, assume or permit to exist Guarantee any Indebtedness, except: Indebtedness unless (a) obligations under the Loan Documents; Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (b) at the time of any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds incurrence of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all such Indebtedness outstanding of Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (i) through (iv) below), when aggregated with the principal amount of Indebtedness secured by Liens in reliance on this clause the final proviso to Section 6.01, shall not exceed the Maximum Priority Amount at such time, except (i) Indebtedness in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such Indebtedness was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower (together with and any refinancing, refunding, renewal or extension of such Indebtedness that does not increase the aggregate principal amount thereof except by the amount of any accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such Indebtedness to be createdrefinancing, incurred refunding, renewal or assumed in reliance on this clause (iextension)) does not exceed the greater of (i) $250,000,000 and , (ii) 5.0% of Tangible Net Worth any Indebtedness in effect as of the Effective Date that is listed on Schedule 2 (and any refinancing, refunding, renewal or as extension of the date such Indebtedness is createdthat does not increase the principal amount thereof except by the amount of accrued and unpaid interest and premium thereon and reasonable fees and expenses in connection with such refinancing, incurred refunding, renewal or assumedextension), as applicable(iii) additional Indebtedness, when aggregated, without duplication, with the principal amount of Indebtedness secured by Liens in reliance on Section 6.01(m), not to exceed $200,000,000 at any one time outstanding and (iv) Indebtedness of a Subsidiary to the Borrower or another Subsidiary.

Subsidiary Indebtedness. The Borrower will not, and will not permit the Company to permit any Domestic Subsidiary that is not an Obligor to of the Company’s Subsidiaries to, create, assume, incur, assume guarantee or permit to exist otherwise be or become liable in respect of any Indebtedness, Indebtedness except: (a) obligations under Indebtedness of any Subsidiary of the Loan DocumentsCompany that is a Subsidiary Guarantor at the time of determination, provided that the Company shall have complied at the time of determination with the financial covenants set forth in Section 4.10 hereof; (b) any other Indebtedness existing of a Subsidiary of the Company outstanding on the Effective Date date of this Agreement (other than the Obligations) and described in Schedule 7.01 (listed on the Addendum and any Indebtedness renewals, extensions or refundings thereof, provided that may be incurred (i) the principal amount thereof outstanding after giving effect to such renewal, extension or refunding does not exceed the Effective Date under commitments to extend principal amount of such Indebtedness available outstanding on the Effective Date date of this Agreement and so described), and Indebtedness (ii) the proceeds of which are used solely to refinance such Indebtednessdirect or any contingent obligor with respect thereto is not changed; (c) Indebtedness referred (i) owing to in, the Company or a Subsidiary Guarantor and secured by Liens permitted under, Section 7.02(e)(ii) of any Subsidiary Guarantor in respect of obligations under the Note Purchase Agreement; (d) Indebtedness referred of a Subsidiary of the Company outstanding at the time such Subsidiary becomes a Subsidiary and any renewals, extensions or refundings of such Indebtedness, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary of the Company, (ii) the principal amount of such Indebtedness outstanding immediately after giving effect to inany extension, renewal or refunding thereof does not exceed the principal amount of such Indebtedness outstanding at the time such Subsidiary became a Subsidiary and secured by Liens permitted under, Sections 7.02(c(iii) and 7.02(d)such Indebtedness remains outstanding for a period of not more than 365 days from the date such Subsidiary becomes a Subsidiary; (e) [reserved]; and (f) Indebtedness in respect not otherwise permitted by clauses (a) through (e) above, provided that the sum of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the aggregate amount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on pursuant to this clause (if) plus (without duplication) (together with ii) the aggregate principal amount of any such all Indebtedness to be created, incurred or assumed in reliance on this that has the benefit of a Lien under clause (i)m) does of Section 5.4, shall not at any time exceed the greater of (i) $250,000,000 and (ii) 5.0an amount equal to 15% of Tangible Net Worth Consolidated Total Assets (as measured on the last day of the Effective Date or as then most recently ended fiscal year of the date such Indebtedness is created, incurred or assumed, as applicableCompany with respect to which financial statements have been delivered to the Bank).

Subsidiary Indebtedness. The Borrower Company will not permit the aggregate principal amount of Indebtedness of its Subsidiaries other than the Subsidiary Guarantors (excluding Indebtedness under this Agreement, Indebtedness under Permitted Receivables Facilities and any Indebtedness of a Subsidiary owed to the Company or another Subsidiary, but including any Guarantee by a Subsidiary of Indebtedness of the Company (other than, with respect to Indebtedness of the Company existing as of the date of this Agreement, any Guarantee by a Non-Material Domestic Subsidiary of such Indebtedness of the Company)) at any time to exceed 10% of Consolidated Net Worth., and will not permit any Domestic Subsidiary that is not an Obligor to to, create, incur, assume or permit to exist any Indebtedness, except: (a) obligations under the Loan DocumentsSecured Obligations; (b) any other Indebtedness existing on the Amendment No. 2 Effective Date and described set forth in Schedule 7.01 (6.01 and extensions, renewals and replacements of any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessin accordance with clause (f) hereof; (c) Indebtedness referred of the Company to in, any Subsidiary and secured by Liens permitted under, of any Subsidiary to the Company or any other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is not a Domestic Loan Party to any Domestic Loan Party or YRC Assurances Co. Ltd. (other than such Indebtedness outstanding as of the Amendment No. 2 Effective Date and set forth on Schedule 6.13) shall be subject to the limitations set forth in Section 7.02(e)6.13(c) and (ii) Indebtedness of any Domestic Loan Party to any Subsidiary that is not a Domestic Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees by the Company of Indebtedness referred of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided that (i) the Indebtedness so guaranteed is permitted by this Section 6.01, (ii) Guarantees by the Company or any Loan Party or YRC Assurances Co. Ltd. of Indebtedness of any Subsidiary that is not a Domestic Loan Party shall be subject to in, and secured by Liens permitted under, Sections 7.02(cSection 6.13(c) and 7.02(d)(iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; (e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $7,500,000 at any time outstanding; (f) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (e) and (i) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased except by an amount equal to any existing commitments unutilized thereunder or by an amount equal to a reasonable premium, and fees and expenses reasonably incurred, in connection with such extension, refinancing or renewal, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms, taken as a whole, of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; (g) Indebtedness of the Company or any Subsidiary incurred pursuant to a Permitted Receivables Facility; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $500,000,000 at any time outstanding; (h) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; (i) documentary letters Indebtedness (i) arising from the honoring by a bank or other financial institution of credit a check, draft or similar instrument drawn against insufficient funds for a period not more than five (5) Business Days after any Financial Officer has knowledge thereof and trade letters (ii) in respect of credit customary netting services and overdraft protections in connection with deposit accounts, in each case for clauses (i) and (ii) in the ordinary course of business; (j) Indebtedness incurred pursuant to Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (iik) trade bank acceptance drafts Indebtedness owed to (including obligations in respect of letters of credit for the benefit of) any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to Company or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person and incurred in the ordinary course of business; (fl) current liabilitiesIndebtedness of the Company and its Subsidiaries in respect of performance bonds, other than for borrowed moneybid bonds, appeal bonds, surety bonds, completion guarantees, workers’ compensation claims, self-insurance obligations, performance bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts, leases, and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (gm) Indebtedness in respect of any Subsidiary owing taxes, assessments or governmental charges to the Borrower extent that payment thereof shall not at the time be required to be made hereunder; (n) Indebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums; (o) Attributable Debt or any other Subsidiary;Capitalized Lease Obligations incurred in connection with Sale and Leaseback Transactions otherwise permitted under this Agreement; and (hp) other Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the in an aggregate principal amount of such Indebtedness shall not exceed exceeding $300,000,000 30,000,000 at any time outstanding; and (i) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the aggregate principal amount of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicable.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) obligations under Indebtedness outstanding on the Loan DocumentsClosingSecond Amendment Effective Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased above CHAR1\1710066v1CHAR1\▇▇▇▇▇▇▇▇▇ the original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (b) obligations (contingent or otherwise) existing or arising under any other Indebtedness existing on Swap Contract, provided that such obligations are (or were) entered into by such Person for hedging purposes in the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described)ordinary course of business, and Indebtedness the proceeds not for purposes of which are used solely to refinance such Indebtednessspeculation or taking a “market view”; (c) (i) purchase money Indebtedness referred (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to infinance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by Liens permitted underfixed assets and all renewals, Section 7.02(e)refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $45,000,000 at any one time outstanding; (d) so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness referred (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an Acquisition to inthe extent, and secured by Liens permitted underin each case, Sections 7.02(cthat such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) and 7.02(d)consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) Indebtedness in respect of Indebtedness, including (i) documentary letters securities lending transactions, at Regulated Subsidiaries and other stock lending transactions, repurchase agreements and other collateralized financing transactions at Subsidiaries (including for avoidance of credit doubt, obligations under repurchase agreements, securities lending or borrowing agreements, other stock lending transactions, notes or certificates issued by special purpose entities such as trusts established pursuant to a trust agreement, and trade letters other collateralized financing transactions), in each case (A) secured by cash, marketable securities, real estate assets (including related purchase commitments), real estate loans (including related purchase commitments), other types of credit whole loans, commodities or other financial products and (B) incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (f) current liabilities, other than endorsement of items for borrowed money, incurred deposit or collection of commercial paper received in the ordinary course of business; (g) intercompany Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiarypermitted under Section 7.02; (h) Indebtedness arising from Domestic Securitization Transactions permitted obligations to purchase or redeem Equity Interests held by Section 7.02(k)current or former partners, provided that officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the aggregate amount ordinary course of such Indebtedness shall not exceed $300,000,000 at any time outstanding; andbusiness; (i) other Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by shares of NASDAQ held by the Borrower or its Subsidiaries at any CHAR1\1710066v1CHAR1\▇▇▇▇▇▇▇▇▇ time or incurred in connection with a contractual right to receive any such shares in the future; provided that, as of the Effective Date that such Indebtedness shall be at customary advance rates and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), the shall not exceed an aggregate principal amount equal to the underlying value of all Indebtedness outstanding in reliance on this clause (i) (together with the aggregate principal amount of any shares which are the basis for such Indebtedness (the value of such shares to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or determined as of the date such Indebtedness is createdincurred); (j) to the extent that Newmark is a Subsidiary of the Borrower, Indebtedness of Newmark and its Subsidiaries (i) pursuant to the Newmark Notes, (ii) pursuant to a revolving credit agreement with the Administrative Agent and the lenders named therein on terms reasonably satisfactory to the Borrower and the Administrative Agent and (iii) other Indebtedness of Newmark and its Subsidiaries to the extent that at the time of (and after giving effect to) the incurrence of such Indebtedness, the Newmark Leverage Ratio does not exceed 2.50:1.00; (k) Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of Affiliates and (ii) to the extent that Berkeley Point is a Subsidiary of the Borrower, Guarantees by Berkeley Point to ▇▇▇▇▇▇ ▇▇▇ under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course of business; and (l) other unsecured Indebtedness in an aggregate principal amount not to exceed the difference of $30,000,000 and, without duplication, any Liens incurred or assumed, as applicablepursuant to Section 7.01(t).

Subsidiary Indebtedness. The Borrower will Company shall not permit any Domestic Restricted Subsidiary that is not an Obligor to to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations [reserved]; (b) Indebtedness of the Loan Parties under the Loan Documents; (bc) any other Indebtedness existing outstanding on the Fifth Restatement Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e)Permitted Refinancing thereof; (d) Guarantees by a Restricted Subsidiary in respect of Indebtedness referred to inof another Restricted Company otherwise permitted hereunder (including, and secured for the avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by Liens permitted under, Sections 7.02(c) and 7.02(dSection 7.03(v); (e) Indebtedness of a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; (f) [reserved]; (g) Indebtedness of any Restricted Subsidiaries in respect an aggregate principal amount at any time outstanding (together with the outstanding principal amount of Indebtedness and other obligations secured in reliance on Section 7.01(x), but without duplication thereof) that does not exceed the greater of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business $500,000,000 and (ii) trade bank acceptance drafts 15% of Consolidated Shareholders’ Equity; (h) Indebtedness of a Restricted Subsidiary assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing thereof; (i) Indebtedness incurred by any Restricted Subsidiary representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (fj) current liabilitiesIndebtedness consisting of promissory notes issued by any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 7.06; (k) Indebtedness incurred by a Restricted Subsidiary in a Permitted Acquisition or Disposition constituting indemnification obligations or obligations in respect of purchase price or other than for borrowed moneysimilar adjustments; (l) Indebtedness consisting of obligations of any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Indebtedness (including intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (n) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations; (o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of a Restricted Subsidiary contained in supply arrangements, incurred in each case, in the ordinary course of business; (gp) Indebtedness incurred by a Restricted Subsidiary constituting reimbursement obligations with respect to letters of any Subsidiary owing credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; provided that upon the Borrower drawing of such letters of credit or any other Subsidiarythe incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (hq) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (r) [reserved]; (s) Indebtedness arising from Domestic in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness in respect of any letter of credit or bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (u) Indebtedness incurred in the ordinary course of business in connection with relocation service transactions and secured by the properties which are the subject of such transactions; (i) Indebtedness incurred in connection with a receivables securitization transaction involving the Restricted Subsidiaries and a Securitization Transactions permitted by Section 7.02(kVehicle (a “Securitization Financing”), ; provided that the aggregate amount of (A) such Indebtedness when incurred shall not exceed $300,000,000 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (B) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (C) such Lien does not at any time outstandingencumber any property other than the property financed by such Indebtedness, and (ii) any unsecured Guarantee by any Restricted Subsidiary of the obligations of the Securitization Vehicle under a Securitization Financing; (w) Indebtedness (i) of the type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), or 7.01(r); (x) Indebtedness secured by Liens permitted pursuant to Section 7.01(x); (y) [reserved]; (z) [reserved]; and (iaa) other Indebtedness, provided that, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause all premiums (iif any), the aggregate principal amount of all Indebtedness outstanding interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in reliance on this clause clauses (ia) through (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)z) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableabove.

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, Indebtedness except: (ai) obligations under the Loan Documentsany Indebtedness permitted by Section 5.01; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (cii) Indebtedness referred to inof any SPC in the form of collateralized mortgage obligations or obligations under a real estate investment trust; provided, and secured by Liens permitted underhowever, Section 7.02(e); (d) Indebtedness referred to inthat, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of such Indebtedness, (i) documentary letters of neither the Borrower nor any other Subsidiary (x) provides credit and trade letters of credit incurred in support (including any 26 26 undertaking, agreement or instrument which would constitute Indebtedness) or has given or made other assurances regarding repayment, (y) is directly or indirectly personally liable or (z) is the ordinary course of business lender and (ii) trade bank acceptance drafts incurred the obligees will have recourse solely against the assets of SPC for repayment of the principal of and interest on such Indebtedness and any fees, indemnities, expense reimbursements or other amounts of whatever nature accrued or payable in connection with such Indebtedness; and provided further, that, so long as the ordinary course of business; (f) current liabilitiesManor Care Note remains in effect or any principal, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower interest or any other Subsidiary; (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k)expenses or amounts payable thereunder shall be unpaid, provided that the aggregate amount proceeds of the incurrence of such Indebtedness shall not exceed $300,000,000 at any time outstandingbe applied solely to prepay amounts outstanding under the Manor Care Note; and (iiii) other IndebtednessIndebtedness of any Subsidiary; provided, provided thathowever, as of the Effective Date and as of the time any Indebtedness is created, incurred or assumed in reliance on this clause (i), that the aggregate principal amount (the "Subsidiary Debt Amount") outstanding of all such other Indebtedness outstanding in reliance on this of all Subsidiaries (excluding amounts permitted under clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)above) does may not exceed the greater of (i) $250,000,000 and (ii) 5.015% of Tangible Net Worth as Consolidated Total Assets at such time; provided further, however, that, at any time during which the Manor Care Note remains in effect or any principal, interest or any other expenses or amounts payable thereunder shall be unpaid, the Subsidiary Debt Amount may not exceed 5% of the Effective Date or as of the date Consolidated Total Assets at such Indebtedness is created, incurred or assumed, as applicabletime.

Subsidiary Indebtedness. The Borrower will not permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit to exist any Indebtedness, except: (a) obligations Indebtedness under the Loan Credit Documents; (b) any other Indebtedness existing on the Effective Date and described in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness[reserved]; (c) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(e); (d) Indebtedness referred to in, and secured by Liens permitted under, Sections 7.02(c) and 7.02(d); (e) Indebtedness in respect of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of business; (f) current liabilities, other than for borrowed money, incurred in the ordinary course of business; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement; (f) obligations under (i) Swap Agreements entered into to hedge or mitigate risks to which any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries) or (ii) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest- bearing liability or investment of any Subsidiary; (g) Indebtedness (if any) of any Subsidiary arising or deemed to arise out of any Permitted Receivable Sales Transaction; (h) Indebtedness arising from Domestic Securitization Transactions permitted under notional pooling cash management arrangements to the extent not matched by Section 7.02(k), provided that cash deposits of any Subsidiary or in connection with commodities or securities accounts; (i) Indebtedness of any Subsidiary which constitutes Receivables Transaction Attributed Indebtedness in an aggregate principal amount (when aggregated with the aggregate amount Receivables Transaction Attributed Indebtedness of such Indebtedness shall the Borrower) not exceed exceeding $300,000,000 250,000,000 at any time outstanding; (j) Indebtedness of any Person which becomes a Subsidiary after the date hereof existing prior to the acquisition thereof or of its parent by the Borrower or any Subsidiary and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is not incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) neither the Borrower nor any Subsidiary shall be liable for such Indebtedness; and (ik) other Indebtedness of any Subsidiary so long as, both before and after giving effect to the incurrence of such Indebtedness, provided that, the Borrower is in pro-forma compliance with Section 6.06 as of the Effective Date and as date of such incurrence. Notwithstanding the time any Indebtedness is createdforegoing, incurred or assumed in reliance on this clause (i), the Borrower will not permit the aggregate principal amount of all Indebtedness Borrowed Debt of the Borrower’s Subsidiaries outstanding in reliance on this clause (i) (together with the aggregate principal amount of at any such Indebtedness to be created, time and incurred or assumed in reliance on this clause permitted pursuant to clauses (e), (h), (i), (j) does not exceed the greater of (i) $250,000,000 and (iik) 5.0of this Section 6.01 to exceed an amount equal to 15% of Tangible the Consolidated Net Worth as Assets of the Effective Date or as Borrower and its Subsidiaries (determined by reference to the most recent consolidated financial statements of the date such Indebtedness is created, incurred or assumed, as applicableBorrower delivered pursuant to Section 5.01).

Subsidiary Indebtedness. The Borrower will not permit Permit any Domestic Subsidiary that is not an Obligor to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations under Indebtedness existing on the Loan Documentsdate hereof; (b) Any Indebtedness incurred to refinance any other Indebtedness existing of any Subsidiary outstanding on the Effective Closing Date to the extent the amount of Indebtedness so incurred is not in excess of the amount of Indebtedness refinanced, plus any interest, fees and described premiums incurred in Schedule 7.01 (and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Effective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtednessconnection therewith; (c) Indebtedness referred of any Subsidiary to in, and secured by Liens permitted under, Section 7.02(e)the Borrower or to any Subsidiary other than any Excluded Subsidiary; (d) Guarantees of any Subsidiary in respect of Indebtedness referred to inotherwise permitted hereunder so long as such Subsidiary is a Guarantor hereunder including, and secured by Liens permitted underwithout limitation, Sections 7.02(c) and 7.02(d)obligations arising under the Term Loan Agreement; (e) Indebtedness obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract and accelerated purchase agreements in connection with transactions permitted pursuant to Section 7.06(d), provided that as to any Swap Contract such Swap Contract does not contain any provision exonerating either party from its obligation to make any termination or other payment to the other party with respect to any terminated transaction upon termination of (i) documentary letters of credit and trade letters of credit incurred in the ordinary course of business and (ii) trade bank acceptance drafts incurred in the ordinary course of businesssuch Swap Contract, or any transaction outstanding thereunder, by either party; (f) current liabilitiesIndebtedness in respect of capital leases, other than Synthetic Lease Obligations and purchase money obligations for borrowed moneyfixed capital assets within the limitations set forth in Section 7.01(k); provided, incurred in however, that the ordinary course aggregate amount of businessall such Indebtedness at any one time outstanding shall not exceed $25,000,000; (g) Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiaryextent constituting Indebtedness, a sale and leaseback transaction permitted pursuant to Section 7.05(f); (h) Indebtedness arising from Domestic Securitization Transactions permitted by Section 7.02(k), provided that the assumed or incurred in connection as to all Permitted Acquisitions in an aggregate principal amount of such Indebtedness shall not to exceed $300,000,000 10,000,000 at any time outstanding; (i) Indebtedness in the form of purchase price adjustments, holdbacks and other similar contingent payment obligations in respect of any Permitted Acquisition; and (ij) other Indebtedness, provided that, as Indebtedness of the Effective Date and as of the time any Indebtedness is created, incurred or assumed all Subsidiaries in reliance on this clause (i), the an aggregate principal amount of all Indebtedness outstanding not to exceed, at any time $50,000,000 in reliance on this clause (i) (together with the aggregate principal amount of any such Indebtedness to be created, incurred or assumed in reliance on this clause (i)) does not exceed the greater of (i) $250,000,000 and (ii) 5.0% of Tangible Net Worth as of the Effective Date or as of the date such Indebtedness is created, incurred or assumed, as applicableaggregate.