Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Effective Date 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 LoansObligations, 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 (i) hereunder or (ii) under the Three-Year Credit Agreementhereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed $100,000,000 at any time outstanding15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amountamount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d7.01(d) and then outstanding and Section 6.01(f)7.01(f) and then outstanding, not in excess to exceed 15% of $100,000,000 at any time outstandingConsolidated Net Worth; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofEffective Date; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) immediately before and after such person 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 6.01(d7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 6.01(e)7.01(e) and then outstanding, shall not exceed $100,000,000 at any time outstanding15% 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; and (h) additional Indebtedness (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 6.01 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)7.02(l) and then outstanding, not to exceed $100,000,000 at any time outstanding15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect The Borrower will not permit any Domestic Subsidiary that is not an Obligor to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on obligations under the date 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 thereonLoan Documents; (b) any other Indebtedness created or existing on the Effective Date and described in Schedule 7.01 (i) hereunder or (ii) and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Three-Year Credit AgreementEffective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) intercompany Indebtedness or preferred stock referred to the extent owing to or held in, and secured by the Borrower or another SubsidiaryLiens permitted under, Section 7.02(e); (d) Indebtedness of any Subsidiary incurred referred to finance the acquisition, construction or improvement of any fixed or capital assetsin, and extensionssecured by Liens permitted under, 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 this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(eSections 7.02(c) and all Indebtedness incurred pursuant to Section 6.01(f7.02(d), shall not exceed $100,000,000 at any time outstanding; (e) Capital Lease Obligations Indebtedness in an 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 principal amountamount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, when combined with 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 incurred pursuant to Section 6.01(d) and Section 6.01(f), not outstanding in excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that reliance on this clause (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, (ii) 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 together with the aggregate principal amount of all any such Indebtedness to be created, incurred pursuant to Section 6.01(dor assumed in reliance on this clause (i)) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall does not exceed the greater of (i) $100,000,000 at any time outstanding; 250,000,000 and (gii) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course 5.0% of business; and (h) additional Indebtedness or preferred stock Tangible Net Worth as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Effective Date or as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)date such Indebtedness is created, not to exceed $100,000,000 at any time outstandingincurred or assumed, as applicable.

Subsidiary Indebtedness. With respect The Credit Parties will not permit any 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 the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the date hereof Closing Date under industrial development bonds and having Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $325,000,000 and (or, in the case of preferred stock, an aggregate liquidation preferenceB) 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 Refinancing 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 thereonincurred under clause (A) above; (b) Indebtedness created of any Restricted Subsidiary owing to a Credit Party or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock 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 giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Indebtedness that do Hedging Agreements and/or Cash Management Agreements are 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 this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingentered into for speculative purposes; (e) Capital Lease Guaranty Obligations of any Restricted Subsidiary in an aggregate principal amount, when combined with respect of Indebtedness of the aggregate principal amount of all Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding6.3; (f) Indebtedness obligations of any person that becomes a Restricted Subsidiary after the date hereof; provided that in connection with (i) any Permitted Securitization Transaction, to the extent such obligations constitute 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness permitted by in respect thereof incurred under this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(dsubsection(f)(ii) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall does not exceed $100,000,000 250,000,000 at any time outstanding; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness 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 employee benefits or property, casualty or liability insurance, pursuant to workers' compensation claimsreimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) 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; and (hl) additional Indebtedness created under this Agreement or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingother Credit Document.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orset forth in Schedule 6.04 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding 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 thereonthereof; (b) Indebtedness created issued to the Borrower or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Subsidiary; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; provided that (i) such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingimprovement; (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 excess of $100,000,000 at any time outstanding; (fd) 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, ; (iie) immediately before and after such person becomes a Subsidiary, no Event Indebtedness as an account party in respect of Default or Default shall have occurred and be continuing and (iii) the aggregate principal amount trade letters of Indebtedness permitted by this clause credit; (f) Indebtedness arising in connection with any Permitted Receivables Program (to the extent the sale by the applicable Subsidiary of its accounts receivable is deemed to be Indebtedness of such Subsidiary), 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) performance, advance payment, warranty and bid guarantees and other similar guarantees of payment (other than in respect of Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred for borrowed money) made by a Subsidiary in the ordinary course of business; and (h) additional other Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference)amount, when combined (without duplication) aggregated with the amount of obligations of the Borrower and its Subsidiaries all Indebtedness secured by Liens permitted by Section 6.01(m), not exceeding the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 6.02(j3.05 or 5.04(a) or (b), not to exceed $100,000,000 at any time outstandingas the case may be.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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 thereonhereof; (b) Any Indebtedness created or existing (i) hereunder or (ii) under incurred to refinance any Indebtedness of any Subsidiary outstanding on the Three-Year Credit AgreementClosing 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 premiums incurred in connection therewith; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing to or held by the Borrower or another to any Subsidiary other than any Excluded Subsidiary; (d) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction in respect of Indebtedness otherwise permitted hereunder so long as such Subsidiary is a Guarantor hereunder; (e) obligations (contingent or improvement otherwise) of any fixed Subsidiary existing or capital assetsarising under any Swap Contract and accelerated purchase agreements in connection with transactions permitted pursuant to Section 7.06(d), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) as to any Swap Contract such Indebtedness is incurred prior Swap Contract does not contain any provision exonerating either party from its obligation to make any termination or within 180 days after such acquisition or other payment to the completion other party with respect to any terminated transaction upon termination of such construction Swap Contract, or improvement any transaction outstanding thereunder, by either party; (f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and (ii) purchase money obligations for fixed capital assets within the limitations set forth in Section 7.01(k); provided, however, that the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all such Indebtedness incurred pursuant to Section 6.01(f), at any one time outstanding shall not exceed $100,000,000 25,000,000; (g) to the extent constituting Indebtedness, a sale and leaseback transaction permitted pursuant to Section 7.05(f); (h) Indebtedness assumed or incurred in connection as to all Permitted Acquisitions in an aggregate principal amount not to exceed $10,000,000 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 excess of $100,000,000 at any time outstanding; (fi) Indebtedness in the form of purchase price adjustments, holdbacks and other similar contingent payment obligations in respect 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, (ii) 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 businessPermitted Acquisition; and (hj) additional other Indebtedness or preferred stock of the all Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 exceed, at any time outstanding$50,000,000 in the aggregate.

Subsidiary Indebtedness. With respect to the SubsidiariesSubsidiaries (other than any Subsidiary that is a Loan Party), incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Third Amendment and Restatement Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) of ), in each case 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 LoansObligations, 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 (i) hereunder or (ii) under the Three-Year Credit Agreementhereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower Company or another Subsidiary; (d) Indebtedness of any Subsidiary (other any Subsidiary that is a Loan Party) 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding1,250,000,000 and (y) 20% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amountamount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d7.01(d) and then outstanding and Section 6.01(f)7.01(f) and then outstanding, not in excess to exceed the greater of (x) $100,000,000 at any time outstanding1,250,000,000 and (y) 20% of Consolidated Net Worth; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofThird Amendment and Restatement Effective Date (other than any such Subsidiary that is a Loan Party); provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) immediately before and after such person 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 6.01(d7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 6.01(e)7.01(e) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding1,250,000,000 and (y) 20% 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; and; (h) additional Indebtedness (including attributable Indebtedness in respect of Sale and Leaseback Transactions) or preferred stock of the Subsidiaries (other any Subsidiary that is a Loan Party) to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower Company and its Subsidiaries secured by Liens pursuant to Section 6.02(j)7.02(l) and then outstanding, not to exceed the greater of (x) $100,000,000 at 1,250,000,000 and (y) 20% of Consolidated Net Worth; (i) Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with any time outstandingautomated clearing-house transfers of funds, overdraft or any similar services, in each case in the ordinary course of business; (j) Indebtedness in the form of purchase price adjustments and earn-outs incurred in connection with any acquisition or joint venture investment not prohibited hereunder; and (k) Indebtedness owing to any insurance company in connection with the financing of insurance premiums permitted by such insurance company in the ordinary course of business.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness of the Subsidiaries under this Agreement or preferred stock existing on the date 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 thereonSubsidiary Guaranty; (b) Indebtedness created or existing (i) hereunder or (ii) under in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Three-Year Credit Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary 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; 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 constituting Contingent Obligations permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding6.05; (e) Capital Lease 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 in an aggregate principal amount, when combined with on terms reasonably satisfactory to the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstandingAdministrative Agent; (f) Indebtedness in respect of obligations under Swap Agreements permitted under Section 6.15; (g) Indebtedness with respect to surety, appeal and performance bonds obtained by any of the Company’s Subsidiaries in the ordinary course of business; (h) Indebtedness incurred pursuant to the Dutch Credit Agreement; (i) 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 person Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (l) Separation Obligations; and (m) Other Indebtedness in addition to that becomes a Subsidiary after referred to elsewhere in this Section 6.01 incurred by the date hereofCompany’s Subsidiaries; provided that (i) such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of no Default or in connection with such person becoming a Subsidiary, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to Section 6.01(eclauses (a), (b), (e), (f), (h), (i), (j) and (l) of this Section 6.01) 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; and (h) additional Indebtedness or preferred stock exceed 25% of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingCompany’s Consolidated Total Capitalization.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the date hereof Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent the aggregate principal amount of such Indebtedness is not increasedof Subsidiaries (including any Guarantee of the Obligations but excluding Indebtedness permitted by clauses (1) through (4) below), and such Indebtedness, if subordinated to when aggregated with 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 secured by this Section 6.01(d), when combined with Liens in reliance on the aggregate principal amount of all Capital Lease Obligations incurred pursuant final proviso to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f)7.1, shall not exceed $100,000,000 the Maximum Priority Amount at any time outstanding; such time, except (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 excess of $100,000,000 at any time outstanding; (f1) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists in effect at the time such person Subsidiary becomes a Subsidiary and is of the Borrower, so long as such Indebtedness was not created 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 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 person becoming a Subsidiaryrefinancing, refunding, renewal or extension), (ii2) immediately before any Indebtedness in effect as of the Closing Date that is listed on Schedule 7.7 (and after any refinancing, refunding, renewal or extension of such person becomes a SubsidiaryIndebtedness 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, no Event of Default refunding, renewal or Default shall have occurred and be continuing and extension), (iii3) additional Indebtedness, when aggregated, without duplication, with 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to in reliance on Section 6.02(j7.1(M), not to exceed $100,000,000 200,000,000 at any one time outstandingoutstanding and (4) Indebtedness of a Subsidiary to the Borrower or another Subsidiary.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Restricted Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) (i) Indebtedness or preferred stock existing on the Initial Effective Date (including, for the avoidance of doubt, the Permitted Surviving Indebtedness), (ii) Indebtedness incurred or assumed after the date hereof and having an aggregate principal amount but on or before the Effective Date (or, in giving effect to the case of preferred stock, an aggregate liquidation preferenceTransactions) 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 permitted by the principal amount 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 is not increased(other than modifications, and such Indebtednessextensions, if subordinated to the Loansrenewals, remains so subordinated on terms no less favorable to the Lenders, and the original obligors replacements or refinancings of Indebtedness described in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing clause (i) hereunder or (ii) under above that are consummated after the Three-Year Credit Agreement; (c) intercompany Effective Date unless such Indebtedness constitutes Permitted Surviving Indebtedness or preferred stock is incidental to the extent owing to or held by the Borrower or another operations of a Restricted Subsidiary; (d) Indebtedness of any Subsidiary 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; provided ; (b) Indebtedness of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Indebtedness of any Restricted Subsidiary that guarantees the Obligations pursuant to a Guarantee Agreement; (id) such Indebtedness is incurred prior to Any Specified Non-Recourse Debt or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness any securitization transaction permitted by this Section 6.01(d7.01(m), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding; (e) Capital Lease Obligations Indebtedness in an aggregate principal amount, when combined with respect of letters of credit issued for the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding; (f) Indebtedness account of any person that becomes a Restricted 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, (ii) 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; and (hf) additional Other Indebtedness or preferred stock of Restricted Subsidiaries that are not Guarantors, so long as the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount thereof does not exceed at any time an amount equal to (orx) $1,500,000,000 less (y) the amount, in the case if any, of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries Indebtedness secured by Liens pursuant to Section 6.02(j7.01(q), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the SubsidiariesNo Subsidiary will create, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof Effective Date and having an aggregate principal amount set forth in schedule 6.01 attached to the Existing Credit Agreement (ora copy of which schedule is also attached hereto for convenience) and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding 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;thereof. (b) Indebtedness created of any Subsidiary to Guarantor or existing (i) hereunder or (ii) under the Three-Year Credit Agreement;any other Subsidiary. (c) intercompany Guarantees by any Subsidiary of Indebtedness of Guarantor or preferred stock of any other Subsidiary to the extent owing to or held by such Indebtedness is permitted under the Borrower or another Subsidiary;Obligation Documents and other material agreements governing the Indebtedness of Guarantor. (d) 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 180 120 days after such acquisition or the completion of such construction or improvement improvement, and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d)clause (d) when aggregated (without duplication) with all Indebtedness incurred under clause (g) below, when combined with the aggregate principal amount of all Capital Lease Obligations incurred claims and obligations secured by Liens permitted pursuant to Section 6.01(eclauses (d) and all Indebtedness incurred (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Section 6.01(f), shall Paragraph 3.03 does not exceed $100,000,000 at any time outstanding;30% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 of this Schedule. (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 excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofApril 30, 1997; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) 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 ) Indebtedness 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;Subsidiary as an account party in respect of trade letters of credit. (g) Other unsecured Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference)outstanding at any time that, when combined aggregated (without duplication) with all Indebtedness incurred under clause (d) above, with the aggregate amount of all claims and obligations of the Borrower and its Subsidiaries secured by Liens permitted pursuant to Section 6.02(j), clauses (d) and (f) of Paragraph 3.02 and with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Paragraph 3.03 does not exceed 30% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to exceed $100,000,000 at Paragraph 2.01 of this Schedule. (i) Indebtedness of any time outstandingSpecial Purpose Subsidiary; or (ii) Indebtedness of any other Subsidiary incurred by such Subsidiary in connection with the incurrence of Indebtedness by any Special Purpose Subsidiary.

Subsidiary Indebtedness. With respect The Obligors will not permit any Subsidiary (other than the Company and any Non-Obligor Finance Subsidiary) to the Subsidiariescreate, assume, incur, createguarantee or otherwise become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcluding from the operation of this Section: (a) Indebtedness or preferred stock existing of any Subsidiary outstanding on the date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewal or replacement of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that 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) Indebtedness created or existing secured by Liens of a Subsidiary permitted pursuant to Sections 10.3(k), (im), (n), (o) hereunder or (iip) under or, to the Three-Year Credit Agreementextent applicable to a Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) intercompany Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal or preferred stock to refunding thereof, provided that the extent owing to or held by the Borrower or another Subsidiaryprincipal amount of such Indebtedness is not increased; (d) Indebtedness of owing to either Obligor or to any Subsidiary incurred to finance the acquisition, construction or improvement of other than any fixed or capital assets, Non-Obligor Finance 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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingProject Subsidiary; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount Indebtedness of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstandingSubsidiary Guarantor; (f) Indebtedness of any person that becomes a Subsidiary after the date hereofLimited Recourse Indebtedness; 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, (ii) 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;and (g) Indebtedness under performance bonds or with respect in addition to workers' compensation claimsthat described in clauses (a) through (f) above, in each case incurred in provided that, upon the ordinary course incurrence of business; and (h) additional Indebtedness or preferred stock of such Indebtedness, the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined sum (without duplication) with of (1) the aggregate amount of obligations all Indebtedness of the Borrower Obligors and its their Subsidiaries secured by Liens pursuant to Section 6.02(j10.3(s) and (2) the aggregate amount of all Indebtedness incurred by Subsidiaries pursuant to this clause (g), 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 exceed $100,000,000 at Section 9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (other than Indebtedness that would otherwise be subject to an exclusion set forth in any time outstandingof clauses (a) through (d) and (f) above) on the date of such release and such Indebtedness shall be included in the calculation set forth in clause (g) above.

Subsidiary Indebtedness. With respect Permit any Material Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock 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) Indebtedness existing on the date hereof Effective Date and having an aggregate principal amount set forth on Schedule 6.01 (including any extensions, renewals, refinancings, amendments, supplements, refundings, modifications or replacements of such Indebtedness (or, in the case of preferred stockguarantees set forth on such Schedule, an aggregate liquidation preference) of less than $25,000,000 guarantees in the aggregate and, in the case respect of any such Indebtednessextension, any extensionsrenewal, renewals refinancing, amendment, supplement, refunding, modification or replacements thereof replacement of the guaranteed indebtedness), to the extent that the principal amount of such Indebtedness is thereof shall not be 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement); (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the acquisition of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 amountIndebtedness to the Company or any Subsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Company to the extent that such Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), is not in excess of $100,000,000 at any time outstanding;prohibited hereby; and (f) Indebtedness of any person that becomes a Subsidiary other Indebtedness, provided that, immediately 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 Subsidiarygiving effect thereto, (ii) 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 sum 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with under this Section 6.01(f) (i) would not exceed the amount greater of obligations (x) $500,000,000 and (y) 15.0% of Net Worth as determined at the Borrower time of, and its Subsidiaries immediately after giving effect to, the incurrence of such Indebtedness and (ii) subject to the preceding clause (i), to the extent secured by Liens pursuant to Liens, would be permitted under Section 6.02(j6.02(l), not to exceed $100,000,000 at any time outstanding(m), (o), (p) and/or (r).

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries to the Subsidiariesdirectly or indirectly create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (i) the Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) (a) Indebtedness arising from intercompany loans and advances permitted under Section 7.3(D); provided, that if any Borrower or preferred stock existing Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations and (b) 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 hereof on which such Person becomes a Subsidiary of the Company or is merged into or consolidated with or into any of its Subsidiaries and having an aggregate principal amount (orIndebtedness 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 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 increasedincreased 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 such any Permitted Refinancing Indebtedness; (vii) Indebtedness representing deferred compensation to employees of any Subsidiaries of the Company incurred in the ordinary course of business; (viii) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, if subordinated to in each case, in the Loans, remains so subordinated on terms no less favorable to the Lenders, ordinary course of business; (ix) cash management obligations and the original obligors other Indebtedness in respect of such Indebtedness remain the only obligors thereonnetting services, automatic clearinghouse arrangements, employees credit or purchase cards, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (bx) Indebtedness created relating to Disqualified Stock issued to any Borrower or existing Subsidiary Guarantor and not issued by the Company or any Domestic Subsidiary that is a Subsidiary Guarantor (i) hereunder or (ii) under unless such Disqualified Stock is issued by such a Subsidiary Guarantor to the Three-Year Credit Agreement;Company); and (cxi) intercompany other Indebtedness or preferred stock of a type not referred to the extent owing to or held elsewhere in this Section 7.3(A) incurred by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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 thereofCompany’s Subsidiaries; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 at any time outstanding; clauses (gi) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and through (hx) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in 7.3(A)) shall not exceed, as of any date, an aggregate principal amount equal to ten percent (or, in the case 10%) of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Consolidated Assets as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingend of the fiscal quarter immediately preceding such date.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orset forth in Schedule 7.02 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding 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 thereonthereof; (b) Indebtedness created to the Borrower or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Subsidiary; (c) intercompany Guarantees of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another of any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, improvement or improvement repair of any fixed or capital assetsasset, including obligations under Capital Leases, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such asset or secured by a Lien on any such asset 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 180 360 days after such acquisition or the completion of such construction construction, improvement or improvement repair and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(eclause (d) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 50,000,000 in the aggregate at any time outstanding; (e) Capital Lease Obligations Indebtedness of any Subsidiary as an account party in an aggregate principal amount, when combined with the aggregate principal amount respect of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess trade letters of $100,000,000 at any time outstandingcredit; (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 in respect of performance, bid, surety or appeal bonds and is not created in contemplation of or in connection with such person becoming a Subsidiary, (ii) 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 completion guarantees provided in the ordinary course of businessbusiness and (ii) under Swap Contracts entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (hg) additional other Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed exceeding $100,000,000 75,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Obligors and the Parent Guarantor will not permit any Subsidiary (other than the Company, the Guarantor and any Non-Obligor Finance Subsidiary) to the Subsidiariescreate, assume, incur, createguarantee or otherwise become liable in respect of any Indebtedness, issue, assume or permit to exist any Indebtedness or preferred stock, exceptexcluding from the operation of this Section: (a) Indebtedness or preferred stock existing of any Subsidiary outstanding on the date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewal or replacement of any such Indebtedness, any extensions, renewals or replacements thereof to the extent provided that 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) Indebtedness created or existing secured by Liens of a Subsidiary permitted pursuant to Sections 10.3(k), (im), (n), (o) hereunder or (iip) under or, to the Three-Year Credit Agreementextent applicable to a Lien incurred pursuant to Section 10.3(k), Section 10.3(r); (c) intercompany Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal or preferred stock to refunding thereof, provided that the extent owing to or held by the Borrower or another Subsidiaryprincipal amount of such Indebtedness is not increased; (d) Indebtedness of owing to the Parent Guarantor, either Obligor or to any Subsidiary incurred to finance the acquisition, construction or improvement of other than any fixed or capital assets, Non-Obligor Finance 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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingProject Subsidiary; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount Indebtedness of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstandingSubsidiary Guarantor; (f) Indebtedness of any person that becomes a Subsidiary after the date hereofLimited Recourse Indebtedness; 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, (ii) 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;and (g) Indebtedness under performance bonds or with respect in addition to workers' compensation claimsthat described in clauses (a) through (f) above, in each case incurred in provided that, upon the ordinary course incurrence of business; and (h) additional Indebtedness or preferred stock of such Indebtedness, the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined sum (without duplication) with of (1) the aggregate amount of obligations all Indebtedness of the Borrower Parent Guarantor, the Obligors and its their Subsidiaries secured by Liens pursuant to Section 6.02(j10.3(s) and (2) the aggregate amount of all Indebtedness incurred by Subsidiaries pursuant to this clause (g), 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 exceed $100,000,000 at Section 9.7(c) shall be deemed to have incurred all of its outstanding Indebtedness (other than Indebtedness that would otherwise be subject to an exclusion set forth in any time outstandingof clauses (a) through (d) and (f) above) on the date of such release and such Indebtedness shall be included in the calculation set forth in clause (g) above.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the date hereof of this Agreement and having an aggregate principal amount described on Schedule 7.01; (or, in b) Indebtedness secured by Liens permitted pursuant to the case terms of preferred stock, an aggregate liquidation preferenceSection 7.02(a)(iii); (c) Indebtedness of less than $25,000,000 in such Subsidiary owing to the aggregate and, in Company or any other Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the case renewal or extension of any such IndebtednessIndebtedness described in clauses (a), any extensions(b), renewals (f) or replacements thereof to (k), provided that the extent the principal amount of such Indebtedness is not increased, increased and any Liens securing such Indebtedness, if subordinated Indebtedness attached only to the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of assets previously serving as collateral for such Indebtedness remain the only obligors thereonprior to such renewal or extension; (bf) 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 existing incurred in contemplation of such event, provided that such Indebtedness is at the time permitted pursuant to the terms of Section 7.02 (i) hereunder or (ii) under in the Three-Year Credit Agreementcase of any Indebtedness secured by any Liens on assets of such Subsidiary); (cg) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another resulting from Surety Indemnification Obligations of such Subsidiary; (dh) Indebtedness of any Subsidiary incurred Indebtedness, if any, which may be deemed 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; provided that exist with respect to Swap Agreements; (i) such Indebtedness is incurred prior to Indebtedness, if any, that may exist in respect of deposits or within 180 days after such acquisition payments made by customers or the completion clients of such construction Subsidiaries; (j) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or improvement and in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (iik) other Indebtedness of such Subsidiaries not described in clauses (a) through (j) or (l) incurred or created following the Closing Date so long as on the date of such incurrence or creation the sum of (A) the aggregate principal amount of such Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(eand (B) and all 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(dunder clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (k)), and (k) and Section 6.01(f)outstanding on such date, does not in excess exceed an amount equal to twenty-five percent (25%) of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists Net Worth as at the time end of the Company’s most recently ended Fiscal Quarter for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary, (ii) 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 businessdate; and (hl) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount all premiums (or, in the case of preferred stock, with an aggregate liquidation preferenceif any), when combined interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (without duplicationa) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(jthrough (k), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary of the Borrower that is not a Loan Party to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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 Subsidiary owed to the extent Borrower or a Subsidiary of 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 thereonBorrower; (b) Indebtedness created or existing (i) hereunder or (ii) under outstanding on the Three-Year Credit Agreementdate hereof and listed on Schedule 7.02; (c) intercompany Guarantees in respect of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryotherwise permitted hereunder; (d) Indebtedness of any Person that becomes a Subsidiary incurred to finance of the acquisitionBorrower after the date hereof, 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; provided that (i) such which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred prior to or within 180 days after such acquisition or the completion solely in contemplation of such construction or improvement and (ii) Person’s becoming a Subsidiary of the aggregate principal amount of Indebtedness permitted by this Section 6.01(dBorrower), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding; (e) Capital Lease Obligations other Indebtedness of such Subsidiaries, provided that the aggregate principal amount outstanding of such Indebtedness shall not exceed (i) (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 amountamount outstanding, when combined provided that 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)(A) shall not exceed $150,000,000 and (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 all Indebtedness incurred pursuant 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 6.01(d7.03(c)(iv)(B) and Section 6.01(f), shall not in excess of exceed $100,000,000 at any time outstanding1,000,000,000; (f) Indebtedness representing the purchase price of assets acquired in the ordinary course of business or Indebtedness incurred solely for the purpose of acquiring such assets; and (g) any refinancings, refundings, renewals or extensions of any person that becomes a Subsidiary after the date hereofIndebtedness referred to clauses (a) through (f) above; provided that (i) the amount of such Indebtedness exists is not increased at the time of such person becomes refinancing, refunding, renewal or extension except by an amount equal to a Subsidiary 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, the direct or any contingent obligor with respect thereto is not created in contemplation changed and the maturity thereof is not shortened to occur prior to the Maturity Date, as a result of or in connection with such person becoming a Subsidiaryrefinancing, (ii) immediately before and after such person becomes a Subsidiaryrefunding, no Event of Default renewal 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingextension.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness or preferred stock existing outstanding on the date hereof and having an aggregate principal amount ClosingFirst Amendment Effective Date set forth on Schedule 7.03 if any (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 with respect to any such Indebtedness, any extensionsrenewals, renewals or replacements thereof to refinancings and extensions thereof); provided that (i) the extent the principal amount of such Indebtedness is not increasedincreased 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 Indebtednessrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if subordinated to the Loansany) and subordination (if any), remains so subordinated on 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 LendersBorrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, and the original obligors in respect of such Indebtedness remain the only obligors thereonrenewed or extended; (b) Indebtedness created obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (ior were) hereunder entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or (ii) under the Three-Year Credit Agreementtaking a “market view”; (c) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance 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 fixed assets and all renewals, 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 (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 the extent, in each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (f) intercompany Indebtedness permitted under Section 7.02; (g) obligations to purchase or preferred redeem Equity Interests held by current or former partners, officers, directors, employees, independent contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; (h) Indebtedness, including Indebtedness incurred in connection with stock to the extent owing to or lending transactions, secured solely by shares of NASDAQ held by the Borrower or another Subsidiaryits Subsidiaries at any time or incurred in connection with a contractual right to receive any such shares in the future; provided that such Indebtedness shall be at customary advance rates and shall not exceed an aggregate principal amount equal to the underlying value of the shares which are the basis for such Indebtedness (the value of such shares to be determined as of the date such Indebtedness is incurred); (di) Indebtedness in the form of any Subsidiary 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; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of such construction or improvement Affiliates and (ii) Guarantees by Berkeley Point to ▇▇▇▇▇▇ ▇▇▇ under the aggregate principal amount Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of loss sharing arrangements or in connection with such person becoming a Subsidiary, (ii) 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 claimssimilar programs, in each case incurred in the ordinary course of business; and (hj) additional other unsecured Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (ornot to exceed the difference of $30,000,000 and, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by , any Liens incurred pursuant to Section 6.02(j7.01(s), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect Permit any Subsidiary of Parent which is not a Borrower hereunder to the Subsidiaries, incur, create, issueassume, assume incur or permit suffer to exist any Indebtedness or preferred stock, exceptContingent Obligations with respect to Indebtedness OTHER THAN: (a) Indebtedness or preferred stock existing on the date 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 thereonDefeased Debt; (b) secured Indebtedness created (including Capital Lease Obligations) and Contingent Obligations which are permitted by Sections 6.4(e) or existing (i) hereunder or (ii) under the Three-Year Credit Agreement6.4(f); (c) intercompany unsecured Indebtedness and Contingent Obligations which were created, assumed or preferred stock incurred by such Subsidiary prior to the extent owing to its acquisition by Parent and its Subsidiaries (and not in anticipation of such acquisition) but not any refinancings, renewals or held by the Borrower or another Subsidiaryextensions thereof; (d) letters of credit, surety bonds and other similar forms of credit enhancement for such Subsidiaries incurred in the ordinary course of 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 the Lenders); (f) Contingent Obligations of Management Companies consisting of guarantees of Indebtedness of Persons which are the counterparties to any Subsidiary incurred management agreement, development agreement or other similar instruments to finance the acquisitionwhich such Management Companies are also party, 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; provided PROVIDED that (i) the assets of each Management Company issuing any such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion guarantees shall not exceed 1.0% of such construction or improvement Net Tangible Assets at any time, and (ii) the aggregate principal amount of Indebtedness assets of all Subsidiaries issuing guarantees permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e6.7(f) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 5% of Net Tangible Assets 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 excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereoftime; 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, (ii) 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;and (g) Contingent Obligations of Joint Venture Holding Companies consisting of guarantees of Indebtedness under performance bonds or with respect to workers' compensation claimsof Persons in which such Joint Venture Holding Companies own equity securities, in each case incurred in PROVIDED that the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingother Persons owning such equity securities have also ratably guaranteed such Indebtedness.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness under the Loan Documents; (b) intercompany Indebtedness among the Borrower and its Subsidiaries or preferred stock among Subsidiaries; (c) Indebtedness of any Person to the extent such Indebtedness is existing on at the date hereof and having an aggregate principal amount (or, in time such Person becomes a member of the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate Consolidated Group and, in any refinancings, replacements or extensions thereof so long as the case amount of any such Indebtedness, plus any accrued and unpaid interest, plus any reasonable penalty, premium or defeasance costs and reasonable fees and expenses incurred in connection with such refinancings, replacements or extensions, renewals is not increased at the time of such refinancing, replacement or replacements extension, provided such (i) Indebtedness is not created in contemplation thereof to and (ii) the extent scope of obligors liable for such Indebtedness is not increased; provided that this subclause (ii) shall not exclude the Rockwood Notes so long as the Borrower is in compliance with Section 7.12; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (e) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness is shall not increased, and such Indebtedness, if subordinated to exceed 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) Indebtedness created or existing difference between (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness 20% of any Subsidiary 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; 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 Consolidated Net Worth minus (ii) the aggregate outstanding principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to permitted by Section 6.02(j8.01(q), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (i) Indebtedness of the Subsidiaries under the Subsidiary Guaranty; (ii) 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; (iii) 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 (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 wholly-owned Subsidiary of 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 Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or preferred stock existing 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 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; (viii) 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 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, 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; (ix) from and after the date hereof of the H-B Acquisition, the term indebtedness originally issued by How▇-▇▇▇▇▇ ▇▇ favor Air Liquide and having assumed by the Company pursuant to the H-B Acquisition Agreement in an aggregate principal amount up to $5,700,000; and (orx) Other Indebtedness, including Permitted Existing Indebtedness, in the case of preferred stock, an aggregate liquidation preferenceaddition to that referred to elsewhere in this Section 7.3(A) 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held incurred by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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 thereofCompany's Subsidiaries; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations by the Company's Subsidiaries (other than Indebtedness incurred pursuant to Section 6.01(eclauses (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of this Section 7.3(A)) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding20,000,000.

Subsidiary Indebtedness. With respect The Lessee will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on the date 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 owed to the extent the principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated Lessee or 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dii) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after existing on the 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 9.5(a); (iiii) Indebtedness secured by Permitted Liens; (iv) 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 Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) 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; (gvi) Indebtedness under performance bonds or with in respect of letters of credit issued to workers' compensation claims, in each case incurred support the purchase of goods by the applicable Subsidiary in the ordinary course of business; (vii) Indebtedness in respect of commercial letters of credit issued to support liabilities of a Subsidiary relating to worker's compensation, judgments pending appeal (and as to which there is no Event of Default under any Operative Agreement), construction or similar liabilities in the ordinary course of business; (viii) Suretyship Liabilities constituting guarantees of the Lessee's unsecured Indebtedness, provided such Indebtedness is not senior to the 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 such guarantees contain language in substantially the form attached as Exhibit E hereto; and (hix) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or9.5(a) so long as the sum, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication, of (x) with the amount of obligations of the Borrower all such Indebtedness and its Subsidiaries (y) all Indebtedness secured by Liens pursuant to permitted solely by Section 6.02(j), 9.5(b)(vi) does not to exceed $100,000,000 at any time outstanding5.0% of Tangible Net Assets.

Subsidiary Indebtedness. With respect The Borrower shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the date hereof and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Borrower, 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 provided such Indebtedness is not increased, and such Indebtedness, if subordinated to incurred by the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors Borrower in respect violation of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit this Agreement; (ciii) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (div) Indebtedness of constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from loans (a) from any Subsidiary incurred to finance any wholly-owned Subsidiary or (b) from the acquisitionBorrower to any wholly-owned Subsidiary; provided, construction or improvement of that if any fixed or capital assetsSubsidiary Guarantor is the obligor on such Indebtedness, and extensions, renewals and replacements of any 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 performance bonds obtained by any of the Borrower’s Subsidiaries in the ordinary course of business; (viii) Indebtedness incurred in connection with the Receivables Purchase Documents, provided, that do Receivables Facility Attributed Indebtedness incurred in connection therewith does not increase exceed $250,000,000 in the outstanding principal amount thereofaggregate at any time; and (ix) Other Indebtedness in addition to that referred to elsewhere in this Section 7.3(A) incurred by the Borrower’s Subsidiaries; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations by the Borrower’s Subsidiaries (other than Indebtedness incurred pursuant to Section 6.01(eclauses (i), (ii), (v), (vi) and (viii) of this Section 7.3(A)) 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; and (h) additional Indebtedness or preferred stock exceed 20% of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingBorrower’s Consolidated Total Capitalization.

Subsidiary Indebtedness. With respect Permit any Subsidiary that is not a Subsidiary Guarantor to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock existing on created under the date hereof Loan Documents, (ii) the obligations and having an aggregate principal amount (or, in any other Indebtedness under 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 increasedTerm Loan Facility, and such Indebtedness, if subordinated to (iii) the Loans, remains so subordinated on terms no less favorable to obligations and any other Indebtedness under the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonNew Bond Indenture; (b) Indebtedness created existing on the Effective Date and set forth on Schedule 6.01 (including any extensions, renewals, refinancings, amendments, supplements, refundings, modifications or existing (i) hereunder or (ii) under replacements of such Indebtedness, to the Three-Year Credit Agreementextent that the principal amount thereof shall not be increased); (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the Acquisition of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 amountIndebtedness to the Company or any Subsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Company to the extent that such Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), is not in excess of $100,000,000 at any time outstanding;prohibited hereby; and (f) Indebtedness of any person that becomes a Subsidiary other Indebtedness, provided that, immediately 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 Subsidiarygiving effect thereto, (ii) 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 sum 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with under this Section 6.01(f) (i) would not exceed 15.0% of Net Worth and (ii) to the amount of obligations of the Borrower and its Subsidiaries extent secured by Liens pursuant to Liens, would be permitted under Section 6.02(j6.02(r), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect WestRock will not permit any 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 the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the date 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 Effective Date in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof 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 created of any Restricted Subsidiary owing to WestRock or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock 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 giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility and Indebtedness created under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness and 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) 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 finance the acquisition, construction or improvement this Section 6.3; (f) obligations of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to the extent such obligations constitute Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness permitted by in respect thereof incurred under this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(esubsection (f)(ii) and all Indebtedness incurred pursuant to Section 6.01(f), shall does 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 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) 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, (ii) 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 $100,000,000 250,000,000 at any time outstanding; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness 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 employee benefits or property, casualty or liability insurance, pursuant to workers' compensation claimsreimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) 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 (hm) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding600,000,000.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orset forth in Schedule 6.02 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness that do not increase the extent the outstanding 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 thereonthereof; (b) Indebtedness created to the Borrower or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Subsidiary; (c) intercompany Guarantees of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another of any other Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, improvement or improvement repair of any fixed or capital assetsasset, including Capital Lease Obligations, mortgage financings, purchase money Indebtedness and any Indebtedness assumed in connection with the acquisition of any such asset or secured by a Lien on any such asset 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 180 360 days after such acquisition or the completion of such construction construction, improvement or improvement repair and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(eclause (d) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 50,000,000 in the aggregate at any time outstanding; (e) Capital Lease Obligations Indebtedness of any Subsidiary as an account party in an aggregate principal amount, when combined with the aggregate principal amount respect of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess trade letters of $100,000,000 at any time outstandingcredit; (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 in respect of performance, bid, surety or appeal bonds and is not created in contemplation of or in connection with such person becoming a Subsidiary, (ii) 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 completion guarantees provided in the ordinary course of businessbusiness and (ii) under Hedging Agreements entered into to protect against fluctuations in exchange and interest rates and not for speculative purposes; and (hg) additional other Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed exceeding $100,000,000 75,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company will not permit ----------------------- any Subsidiary other than a Subsidiary which is a party to the Subsidiaries, incur, a Subsidiary Guarantee to create, issue, assume incur or permit suffer to exist any Indebtedness to any Person other than the Company or preferred stocka Subsidiary, except: except (ai) Indebtedness or preferred stock of the Company and its Subsidiaries existing on the date hereof Covenant Transition Date and having refinancings, refundings, renewals or extensions thereof, (ii) Indebtedness of any Loan Party pursuant to any Loan Document, (iii) Indebtedness of Subsidiaries incurred, in accordance with the Existing Credit Agreement, in connection with the Company's acquisition of T & N plc (iv) additional 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, (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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dv) Indebtedness of any Subsidiary incurred which is not a party to finance a Subsidiary Guarantee owing to any other Subsidiary which is not a party to a Subsidiary Guarantee, (vi) Indebtedness in the acquisition, construction or improvement form of any fixed or investment permitted by Section 7.11 as in effect on the Covenant Transition Date, (vii) Indebtedness secured by Liens permitted by Section 7.04(e), including capital assetslease obligations, in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding and extensionsany refinancings, refundings, renewals and replacements of or extensions thereof (without any such Indebtedness that do not increase in 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 (iiviii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d)which, when combined together with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to secured Indebtedness allowed under Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f7.04(n), shall not exceed $100,000,000 at any time outstanding; forty percent (e40%) 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 excess of $100,000,000 at any time outstanding; Consolidated Net Worth (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, (ii) 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; and (h) additional Indebtedness or preferred stock determined as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations end of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(jmost recent fiscal quarter of the Company), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Borrower will not permit any of its Subsidiaries to the Subsidiaries, incurcontract, create, issue, incur or assume or permit to exist any Indebtedness or preferred stockfor borrowed money, exceptother than: (a) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or preferred any Subsidiary of the Borrower; (b) purchase money Indebtedness to finance the acquisition, construction, or improvement, or capital lease of assets (including equipment); provided that such Indebtedness when incurred shall not exceed the purchase price and costs, as applicable, of acquisition, construction or improvement of the asset(s) financed and all fees, costs and expenses relating thereto; (c) Indebtedness of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Indebtedness at the time of the acquisition of the capital stock existing on or assets of such Person or a merger with or consolidation with such Person by the date hereof Borrower or a Subsidiary) as long as such Indebtedness was not created in anticipation thereof; (d) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and having an aggregate principal amount (orii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (e) extensions, refinancing, renewals or replacements (or successive extensions, refinancing, renewals, or replacements), in whole or in part, of the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate andIndebtedness permitted above which, in the case of any such Indebtednessextension, any extensionsrefinancing, renewals renewal or replacements thereof to the extent the principal amount of such Indebtedness is not increasedreplacement, 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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 does not increase the outstanding principal amount thereof; provided that (i) such of the Indebtedness is being extended, refinanced, renewed or replaced, other than amounts incurred prior to or within 180 days after such acquisition or pay the completion costs of such construction extension, refinancing, renewal or improvement and replacement; and (iif) the aggregate principal amount of any other Indebtedness not otherwise permitted by this Section 6.01(d), when combined with the aggregate 7.2.4 in a principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 fifteen percent (15%) of Consolidated Net Tangible Assets in the aggregate at any one time outstanding.

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Borrower will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the date 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 thereonCredit Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement[reserved]; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing to or held by the Borrower or another 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 under notional pooling cash management arrangements to the extent not matched by 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 Receivables Transaction Attributed Indebtedness of the Borrower) not exceeding $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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person acquisition or such Person becoming a Subsidiary, as the case may be and (ii) immediately neither the Borrower nor any Subsidiary shall be liable for such Indebtedness; and (k) other Indebtedness of any Subsidiary so long as, both before and after giving effect to the incurrence of such person becomes a SubsidiaryIndebtedness, no Event the Borrower is in pro-forma compliance with Section 6.06 as of Default or Default shall have occurred and be continuing and (iii) the date of such incurrence. Notwithstanding the foregoing, the Borrower will not permit the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with Borrowed Debt of 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 Borrower’s Subsidiaries outstanding at any time outstanding; and incurred or permitted pursuant to clauses (g) Indebtedness under performance bonds or with respect to workers' compensation claimse), in each case incurred in the ordinary course of business; and (h), (i), (j) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses and (k) of this Section 6.01 in to exceed an aggregate principal amount (or, in equal to 15% of the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Consolidated Net Assets of the Borrower and its Subsidiaries secured (determined by Liens reference to the most recent consolidated financial statements of the Borrower delivered pursuant to Section 6.02(j5.01), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to The Parent and the Subsidiaries, incurCompany each will not permit any Subsidiary that is not a Subsidiary Guarantor to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof Restatement Effective Date and having an aggregate principal amount (orset forth in Schedule 6.01 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness with Indebtedness of a similar type that does not increase the extent the outstanding 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 thereonthereof; (b) Indebtedness created of any such Subsidiary to the Parent, the Company or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Group member; (c) intercompany Guarantees by any such Subsidiary of Indebtedness of the Parent, the Company or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryany other Group member; (d) Indebtedness of any such 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 thereofIndebtedness; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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(dd) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 50,000,000 at any time outstanding; (ge) Indebtedness under performance bonds or with of any such Subsidiary as an account party in respect to workers' compensation claims, in each case incurred of letters of credit issued in the ordinary course of business; (f) Indebtedness under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (g) Indebtedness of any such Subsidiary under any Permitted Securitization; (h) Indebtedness of any such Subsidiary secured by a Lien on any asset of any Group member; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (h) shall not in the aggregate exceed $100,000,000 at any time; and (hi) additional unsecured Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed exceeding $100,000,000 150,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the date hereof and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, 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 provided such Indebtedness is not increasedincurred by the Company in violation of this Agreement; (iii) 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, if subordinated such Indebtedness may only be due either the Company or a Subsidiary Guarantor and shall be expressly subordinate to the Loans, remains so subordinated payment in full in cash of the Obligations on terms no less favorable satisfactory to the Lenders, and the original obligors Administrative Agent; (vi) Indebtedness in respect of such Indebtedness remain the only obligors thereonHedging 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) Indebtedness created incurred or existing (i) hereunder or (ii) maintained by any of the Company’s Subsidiaries under the Three-Year Letter of Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (dviii) Indebtedness (a) evidenced by letters of any Subsidiary incurred credit, bank guarantees or other similar instruments in an aggregate face amount not 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding;$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 (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; and (ea) Capital Lease Obligations Permitted Existing Indebtedness and (b) other Indebtedness, in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant addition to that referred to elsewhere in this Section 6.01(d) and Section 6.01(f7.3(A), not in excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after incurred by the date hereof; Company’s Subsidiaries, 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(dby the Company’s Subsidiaries under this clause (ix)(b) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding20,000,000.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on created under the date 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 thereonLoan Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under on the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that 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 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 is incurred prior to in any individual case has an outstanding principal balance of $10,000,000 or within 180 days after such acquisition less or the completion of such construction or improvement and (ii) to the extent the Indebtedness exceeds the limit in the immediately preceding clause (i), such Indebtedness is described on Schedule 6.01 hereto or is otherwise permitted by this Section 6.01; (c) Indebtedness of any Subsidiary to the Borrower or of any Subsidiary to any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness or other obligations of any other Subsidiary permitted hereunder; (e) Indebtedness arising in connection with Hedge Agreements entered into not for speculative purposes and in the ordinary course of business; (f) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and (g) Indebtedness for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of any Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; paragraph (g) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the aggregate principal amount of all secured obligations of the Borrower and its Subsidiaries secured by Liens incurred pursuant to Section 6.02(j6.02(e), shall not to exceed $100,000,000 7.5% of Consolidated Total Assets at any time outstanding.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) ), in each case, 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 LoansObligations, 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 (i) hereunder or (ii) under the Three-Year Credit Agreementhereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amountamount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d7.01(d) and then outstanding and Section 6.01(f)7.01(f) and then outstanding, not in excess to exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofEffective Date; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) immediately before and after such person 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 6.01(d7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 6.01(e)7.01(e) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 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; and (h) additional Indebtedness (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 6.01 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)7.02(l) and then outstanding, not to exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the date hereof Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to of Subsidiaries (including 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness principal amount of any Subsidiary incurred to finance Guarantee of the acquisitionObligations but excluding Indebtedness permitted by clauses (1) through (4) below), 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; provided that plus (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (iiy) the aggregate outstanding principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant in reliance on clause (n), (o) or (q) of Section 7.1 or the final proviso to Section 6.02(j7.1, shall not exceed the Maximum Priority Amount at such time, except (1) 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 (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), (2) any Indebtedness in effect as of the Amendment 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 principal amount of Indebtedness secured by Liens in reliance on Section 7.1(m), not to exceed $100,000,000 500,000,000 in principal amount at any one time outstandingoutstanding and (4) Indebtedness of a Subsidiary to the Borrower or another Subsidiary. (P) Section 8.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Subsidiary Indebtedness. With respect Permit any Material Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock existing on created under the date hereof Loan Documents, (ii) the obligations and having an aggregate principal amount any other Indebtedness incurred by a Subsidiary Borrower (or, as defined in the case of preferred stockRevolving Credit Facility Agreement) under the Revolving Credit Facility, an aggregate liquidation preferenceand (iii) of less than $25,000,000 in any other Indebtedness if the aggregate and, in the case of Loans are guaranteed on a pari passu basis by each Subsidiary that has incurred such Indebtedness; provided that any such Indebtednessguarantee may, any extensionsat the option of the Company, renewals or replacements thereof to be automatically released if the extent the principal amount of Subsidiary providing such Indebtedness guarantee 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 longer liable in respect of such Indebtedness remain the only obligors thereonIndebtedness; (b) Indebtedness created or existing (i) hereunder or (ii) under on the Three-Year Credit AgreementEffective Date and set forth on Schedule 6.01; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryin respect of capital and operating leases, and Permitted Sale-Leaseback Transactions; (d) purchase money Indebtedness in connection with the acquisition of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 amountIndebtedness to the Company or any Subsidiary, when combined with and Guarantees by any Subsidiary of Indebtedness of another Subsidiary or the aggregate principal amount of all Company to the extent that such Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), is not in excess of $100,000,000 at any time outstanding;prohibited hereby; #91672042V18 59 (f) other Indebtedness; provided that, immediately after giving effect thereto, (i) the aggregate sum of all Indebtedness (without duplication) under this Section 6.01(f) would not exceed the greater of (x) $1,000,000,000 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) to the extent such Indebtedness is secured by Liens, such Liens would be permitted under Section 6.02(l), (m), (o), (p) and/or (r); (g) Indebtedness assumed in connection with any person Acquisition or of a Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such person becomes a Subsidiary hereof and is not created incurred in contemplation of or in connection with such person becoming a Subsidiary, (ii) 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 businessthereof; and (h) additional any extensions, renewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements of any Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (orand, in the case of preferred stockguarantees, with an aggregate liquidation preferenceguarantees in respect of any extension, renewal, refinancing, amendment, restatement, supplement, refunding, modification or replacement of the guaranteed indebtedness), when combined (without duplication) to the extent that the principal amount thereof shall not be increased other than increases related to required premiums, accrued interest and reasonable fees and expenses in connection with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)such extensions, not to exceed $100,000,000 at any time outstandingrenewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (ai) The obligations arising under the Loan Documents. (ii) Indebtedness or preferred stock existing on the date hereof Closing Date and having described on Schedule 6.11, and Permitted Refinancing Indebtedness in respect thereof. (iii) Indebtedness owed (a) to the Company or any Guarantor by any Guarantor, (b) to any Subsidiary that is not a Guarantor by any other Subsidiary that is not a Guarantor, and (c) to the Company or any Guarantor by any Subsidiary that is not a Guarantor in an aggregate principal amount under this clause (c) not to exceed ten percent (10%) of the Company’s Consolidated Net Worth as reported on the most recent audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (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 prior to the extent delivery of the principal amount of first such Indebtedness is not increasedaudited financial statements under Section 6.1(i), and such Indebtedness, if subordinated to as reported on 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;Combined Balance Sheets). (biv) Receivables Facility Attributed Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 250,000,000. (v) Indebtedness in an aggregate amount not to exceed $50,000,000 incurred or assumed for the purpose of financing or refinancing all or any part of the cost of acquiring or constructing any specific fixed asset of such Subsidiary (including without limitation Capital Leases); provided, that such Indebtedness (a) is incurred (1) at any a time outstandingwhen no Default or Unmatured Default has occurred and is continuing or would result from such incurrence and (2) within eighteen (18) months after the acquisition or construction of such fixed asset, and (b) does not exceed 100% of the total cost of such acquisition or construction (plus interest, fees and closing costs related thereto). (vi) Additional Indebtedness (including, without limitation, Indebtedness secured by Liens permitted under Section 6.13(xv)) in an aggregate amount not to exceed $150,000,000.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing outstanding on the date hereof Closing Date set forth on Schedule 8.02 (and having an aggregate principal amount renewals, refinancings and extensions thereof); provided that (or, in i) 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 increasedincreased 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 Indebtednessrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if subordinated to the Loansany) and subordination (if any), remains so subordinated on 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 LendersSubsidiaries or the Lenders than the terms of the Indebtedness being refinanced, and the original obligors in respect of such Indebtedness remain the only obligors thereonrenewed or extended; (b) intercompany Indebtedness created among the Borrower and its Subsidiaries or existing (i) hereunder or (ii) under the Three-Year Credit Agreementamong Subsidiaries; (c) intercompany Indebtedness obligations (contingent or preferred stock otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the extent owing to or held by the Borrower or another Subsidiarydefaulting party; (d) Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensionsincluding any capital lease obligations, renewals and replacements of any such Indebtedness provided, that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 two hundred seventy (270) days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or (ii) assumed in connection with the acquisition of any fixed or capital assets, and, in each case, any renewals, extensions or refinancings thereof, provided that the principal amount of such Indebtedness is not increased at the time of such renewal, extension or refinancing thereof except by an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such renewal, extension or refinancing; (e) earn-out obligations in respect of any Acquisition; (f) other Indebtedness; provided that after giving effect to the incurrence on a Pro Forma Basis of any such Indebtedness and the application of proceeds thereof, the sum, without duplication, of (i) the aggregate outstanding principal amount of Indebtedness permitted by this Section 8.02(f), and (ii) the aggregate principal amount of the outstanding Indebtedness secured by ▇▇▇▇▇ permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e8.01(n) and all Indebtedness incurred pursuant to Section 6.01(f), shall does not exceed $100,000,000 at any one time outstanding; outstanding the greater of (eA) 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing 500,000,000 and (iiiB) the aggregate principal amount 12.5% 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Consolidated Tangible Assets of the Borrower and its Subsidiaries secured (as determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered); and (g) Guarantees by Liens pursuant any Subsidiary of Indebtedness of any other Subsidiary; provided that a Subsidiary shall not Guarantee any Indebtedness of any other Subsidiary that it would not have been permitted to incur under this Section 6.02(j), not to exceed $100,000,000 at any time outstandingif it were a primary obligor thereon.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the date hereof and having an aggregate principal amount Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, 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 provided such Indebtedness is not increased, and such Indebtedness, if subordinated to incurred by the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors Company in respect violation of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit this Agreement; (ciii) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (div) Indebtedness of constituting Contingent Obligations permitted by Section 7.3(E); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary incurred to finance any wholly-owned Subsidiary, (b) the acquisitionCompany to any wholly-owned Subsidiary, construction or improvement of (c) L▇▇▇▇▇▇ Finance Company B.V. to any fixed or capital assets, and extensions, renewals and replacements of Subsidiary (other than any such Indebtedness that do not increase the Subsidiary Guarantor) in an aggregate outstanding principal amount thereofnot to exceed $30,000,000 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 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; (viii) Indebtedness (a) evidenced by letters of 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 (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; and (ix) 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 (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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to Section 6.01(eclauses (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) of this Section 7.3(A)) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding20,000,000.

Subsidiary Indebtedness. With respect Permit any of its Subsidiaries to the Subsidiaries----------------------- create, incur, create, issue, assume or permit suffer to exist exist, any Indebtedness or preferred stock, exceptother than: (ai) Indebtedness or preferred stock under this Agreement and the Notes; (ii) Indebtedness incurred pursuant to the facilities existing on the date hereof of this Agreement and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preferencedescribed on Schedule 5.02(b) 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 thereonhereto; (biii) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock owed to the extent owing to or held by the Borrower or another to a Domestic Subsidiary; ; provided, however, that (dA) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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 businessbusiness and (B) on and after September 1, 1998, any such Indebtedness of the Borrower shall be subordinated to all of the Borrower's Indebtedness under this Agreement and the Notes on the same terms as those set forth in Exhibit E hereto; (iv) unsecured Indebtedness not otherwise permitted under this Section 5.02(b) incurred in the ordinary course of business and in an aggregate amount not to exceed at any time outstanding 20% of Consolidated Net Worth; (v) Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any Indebtedness incurred under clause (ii), (iii) or (iv) of this Section 5.02(b); provided, however, that the aggregate principal amount of such extended, refunding or refinancing Indebtedness shall not be increased above the outstanding principal amount thereof immediately prior to such extension, refunding or refinancing; and (hvi) additional Indebtedness endorsement of negotiable instruments for deposit or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, collection or similar transactions in the case ordinary course of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingbusiness.

Subsidiary Indebtedness. With respect The Parent Borrower will not permit or cause any of its Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except:other than (without duplication): (ai) Indebtedness of the Subsidiary Borrower or preferred stock existing on any Guarantor in favor of the date hereof Administrative Agent and having an aggregate principal amount the Lenders incurred under this Agreement and the other Credit Documents; (orii) 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 case extent constituting Indebtedness; (iii) loans and advances byIndebtedness of preferred stockany Subsidiary of the Parent Borrower owed to the Parent Borrower or any Subsidiary thereof to any Subsidiary thereof; provided that all secured Indebtedness permitted pursuant to this Section 7.2(iii) that is owed to any Person other than a Borrower or a Guarantor shall be secured by Liens permitted under Section 7.3(xiii); (iv) Indebtedness of, an aggregate liquidation preference) of less than $25,000,000 in the aggregate 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 case Administrative Agent and capable of any such Indebtednessbeing marked to market on a daily basis) granted by, any extensionsClearing 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, renewals or replacements thereof 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 principal 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 is outstanding at any time does not increasedexceed 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 such Indebtednesssecured by a Lien on cash, if subordinated 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 LoansAdministrative Agent and capable of being marked to market on a daily basis) granted by, remains so subordinated on terms no less favorable any Clearing House Subsidiary in respect of any credit facility relating to the Lendersclearing, depository and settlement business of such Clearing House Subsidiary, and the original obligors 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 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 Indebtedness remain suspended or defaulted clearing member’s or participant’s positions, (D) in the only obligors thereonevent 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; (bvii) (A) Indebtedness created that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or existing similar obligation entered into or incurred by any Subsidiary (ix) hereunder that is a clearing house operator acting in its capacity as a central counterparty or (iiy) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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, (B) 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, (C) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn against insufficient funds in the ordinary course of business and (D) 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; (viii) Indebtedness secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii), 7.3(ix) or 7.3(xii); (ix) Indebtedness of the Subsidiary Borrower and any Guarantor; provided that all secured Indebtedness permitted pursuant to this Section 7.2(ix) shall be secured by Liens permitted under Section 7.3(xiii); and (hx) additional other Indebtedness (secured or preferred stock unsecured) of any Subsidiary of the Subsidiaries Parent Borrower (other than the Subsidiary Borrower or any Guarantor); provided that (x) at the time any such Indebtedness is incurred, the sum of (1) the aggregate amount of all Indebtedness permitted pursuant to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount 7.2(x) and (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication2) with the amount of obligations all Indebtedness incurred by any Borrower or Guarantor secured by Liens permitted pursuant to Section 7.3(xiii) shall not exceed 15% of the Consolidated Net Worth of the Parent Borrower and its Subsidiaries (to be determined on a Pro Forma Basis as of the end of the most recently ended fiscal quarter of the Parent Borrower for which financial statements have been delivered prior to the Closing Date or pursuant to Section 5.1(a) or 5.1(b)) and (y) all secured Indebtedness permitted pursuant to this Section 7.2(x) shall be secured by Liens pursuant to permitted under Section 6.02(j7.3(xiii), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary (other than a Subsidiary Guarantor) to the Subsidiaries, incur, create, issue, assume incur or permit suffer to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the date hereof of this Agreement and having an aggregate principal amount described on Schedule 7.01; (or, in b) Indebtedness secured by Liens permitted pursuant to the case terms of preferred stock, an aggregate liquidation preferenceSection 7.02(a)(iii); (c) Indebtedness of less than $25,000,000 in such Subsidiary owing to the aggregate and, in Company or any other Subsidiary; (d) [Reserved]; (e) Indebtedness arising from the case renewal or extension of any such IndebtednessIndebtedness described in clauses (a), any extensions(b), renewals (f) or replacements thereof to (o), provided that the extent the principal amount of such Indebtedness is not increasedincreased 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, and 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 Indebtedness secured by any Liens on assets of such Subsidiary); (g) Indebtedness resulting from Surety Indemnification Obligations of such Subsidiary; (h) Indebtedness, if subordinated any, which may be deemed to the Loansexist with respect to Swap Agreements; (i) Indebtedness, remains so subordinated on terms no less favorable to the Lendersif any, and the original obligors that may exist in respect of deposits or payments made by customers or clients of such Indebtedness remain the only obligors thereonSubsidiaries; (bj) Indebtedness created owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or existing in connection with any automated clearing−house transfers of funds or in respect of letters of credit or bankers’ acceptances supporting trade payables; (ik) hereunder to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation and similar obligations; (l) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers and consultants of a Subsidiary incurred in the ordinary course of business; (m) Guarantees by Subsidiaries in respect of Indebtedness permitted to be incurred pursuant to this Section 7.01; (n) Indebtedness incurred to finance 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; (iio) Indebtedness of the Foreign Subsidiary Borrowers that are not Subsidiary Guarantors to the extent such Indebtedness is incurred under the Three-Year Credit this Agreement; (cp) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) other Indebtedness of any Subsidiary such Subsidiaries not described in clauses (a) through (o) or (q) incurred to finance or created following the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase Closing Date so long as on the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion date of such construction incurrence or improvement and creation the sum of (iiA) the aggregate principal amount of such Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(eand (B) and all 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(dunder clauses (a), (e) (in the case of renewals or extension of Indebtedness described in clauses (a) or (p)), and (p) and Section 6.01(f)outstanding on such date, does not in excess exceed the greater of $100,000,000 at any 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 $300,000,000 and is not created in contemplation of or in connection with such person becoming a Subsidiary, (ii) immediately before and after an amount equal to thirty-five percent (35%) of EBITDA as at the end of the Company’s most recently ended four Fiscal Quarter period for which financial statements have been made available, or are required to have been made available, to the Administrative Agent prior to 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 businessdate; and (hq) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount all premiums (or, in the case of preferred stock, with an aggregate liquidation preferenceif any), when combined interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (without duplicationa) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(jthrough (p), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect The Credit Parties will not permit any 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 the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the date 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 Closing Date in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof 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 created of any Restricted Subsidiary owing to a Credit Party or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock 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 giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Indebtedness that do Hedging Agreements and/or Cash Management Agreements are 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 this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingentered into for speculative purposes; (e) Capital Lease Guaranty Obligations of any Restricted Subsidiary in an aggregate principal amount, when combined with respect of Indebtedness of the aggregate principal amount of all Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding6.3; (f) Indebtedness obligations of any person that becomes a Restricted Subsidiary after the date hereof; provided that in connection with (i) any Permitted Securitization Transaction, to the extent such obligations constitute 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness permitted by in respect thereof incurred under this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(dsubsection(f)(ii) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall does not exceed $100,000,000 250,000,000 at any time outstanding; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness 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 employee benefits or property, casualty or liability insurance, pursuant to workers' compensation claimsreimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) 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 (hm) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 600,000,000 at any time outstanding; and (n) Indebtedness of an Eligible Subsidiary in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect From and after the Closing Date, the Company shall not permit any Material Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness Indebtedness, except any one or preferred stock, exceptmore of the following types of Indebtedness: (a) (i) the Obligations and any other Indebtedness or preferred stock existing 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 (without duplication) under this Section 7.02(b) would not exceed the greater of (x) $1,300,000,000 and (y) 35% of Consolidated EBITDA. (c) Indebtedness assumed in connection with any Acquisition of a Person after the date hereof and having an aggregate principal amount (or, not incurred 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary;contemplation thereof. (d) Indebtedness existing or entered into on the Effective Date and, to the extent having a principal amount in excess of any Subsidiary $300,000,000 individually, set forth on Schedule 7.02. (e) purchase money Indebtedness (including Capital Lease Obligations) hereafter incurred to finance the acquisition, construction or improvement purchase of any fixed or capital assets, and extensions, renewals and replacements of any provided that such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is when 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding; (ethe purchase price of the asset(s) 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 excess of $100,000,000 at any time outstanding;financed. (f) (x) Indebtedness to the Company or any Subsidiary and (y) Guarantees by any Subsidiary of Indebtedness of any person another Subsidiary or the Company to the extent 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, (ii) 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;prohibited hereby. (g) Indebtedness under performance bonds 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) 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 workers' the extent constituting Indebtedness, contingent liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred compensation claimsand similar obligations. (k) Indebtedness representing deferred compensation to directors, in each case officers, employees, members of management, managers and consultants of a Material Subsidiary incurred in the ordinary course of business; and. (hl) additional Guarantees in respect of Indebtedness or preferred stock of the Subsidiaries permitted to the extent not otherwise permitted by the foregoing clauses of be incurred pursuant to this Section 6.01 7.02. (m) Indebtedness incurred to finance workers’ compensation, health, 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. (oro) 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 Indebtedness permitted by this Section 7.02 (and, in the case of preferred stockguarantees, with an aggregate liquidation preferenceguarantees in respect of any extension, renewal, refinancing, amendment, restatement, supplement, refunding, modification or replacement of the guaranteed indebtedness), when combined to the extent that the principal amount thereof shall not be increased above the principal amount thereof outstanding immediately prior to such extension, renewal, refinancing, amendment, restatements, supplement, refunding, modification or replacement (without duplicationexcept by an amount equal to any existing commitments utilized thereunder) other than increases related to required premiums, accrued interest and reasonable fees and expenses in connection with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)such extensions, not to exceed $100,000,000 at any time outstandingrenewals, refinancings, amendments, restatements, supplements, refundings, modifications or replacements.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariesenter into, directly or indirectly, issue, incur, create, issue, assume or permit to exist Guarantee any Indebtedness or preferred stock, except: unless (aA) Indebtedness or preferred stock existing the Obligations are Guaranteed by such Subsidiary on a pari passu basis pursuant to documentation in form and substance reasonably satisfactory to the date hereof Administrative Agent and having an aggregate principal amount (or, in B) at the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case time of any incurrence of such Indebtedness, any extensions, renewals or replacements thereof to the extent sum of (without duplication) (x) the aggregate outstanding principal amount of such Indebtedness is not increased, and such Indebtedness, if subordinated to of Subsidiaries (including the Loans, remains so subordinated on terms no less favorable to principal amount of any Guarantee of the Lenders, and the original obligors in respect of such Obligations but excluding Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing permitted by clauses (i) hereunder or through (iiiv) under the Three-Year Credit Agreement; below), plus (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 (iiy) the aggregate outstanding principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant in reliance on Section 6.01(o), 6.01(p) or 6.01(r) or the final proviso to Section 6.02(j6.01, 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 (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), (ii) any Indebtedness in effect as of the First Amendment and Restatement Effective Date that is listed on Schedule 3 (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), (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 $100,000,000 500,000,000 in principal amount at any one time outstandingoutstanding and (iv) Indebtedness of a Subsidiary to the Borrower or another Subsidiary.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary to the Subsidiariescreate, incur, createassume, issue, assume guarantee or permit otherwise become liable with respect to exist any Indebtedness or preferred stock, exceptother than: (a) Indebtedness or preferred stock existing outstanding on the date hereof as specified in Schedule 5.15 and having an aggregate principal amount (orany extension, renewal, refinancing or replacement thereof in the case of preferred stockwhole or in part, 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 provided that the principal amount of thereof immediately prior to such Indebtedness extension, renewal, refinancing or replacement is not increasedincreased (except for increases in an amount not to exceed accrued interest, premium, fees and such Indebtedness, if subordinated to the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors expenses in respect of such Indebtedness remain the only obligors thereonconnection therewith); (b) Indebtedness created owed by any Subsidiary to the Company or existing any other Subsidiary (i) hereunder or (ii) under the Three-Year Credit other than an Excluded Subsidiary); Cleco Power LLC Note Purchase Agreement; (c) intercompany Indebtedness of a Subsidiary existing at the time such Subsidiary becomes a Subsidiary (and not incurred in anticipation thereof) and any extension, renewal, refinancing or preferred stock replacement thereof in whole or in part, provided that the principal amount thereof immediately prior to the extent owing such extension, renewal, refinancing or replacement is not increased (except for increases in an amount not to or held by the Borrower or another Subsidiaryexceed accrued interest, premium, fees and expenses in connection therewith); (d) Indebtedness of secured by any Subsidiary incurred to finance the acquisitionLien permitted by Section 10.5; and (e) Indebtedness not otherwise permitted by subparagraphs (a) through (d) above, 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; provided that (i) such Indebtedness is incurred prior immediately after giving effect to the creation, incurrence or within 180 days after such acquisition assumption thereof, no Default or the completion Event of such construction or improvement Default exists and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall Priority Debt does 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 exceed 20% of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingTotal Assets.

Subsidiary Indebtedness. With respect Permit any of the Borrower's Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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, arising under this Agreement and the original obligors in respect of such Indebtedness remain the only obligors thereonother Loan Documents; (b) Indebtedness created of the Subsidiaries set forth in Schedule 7.03 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness and in amounts no greater than such existing Indebtedness at the time of such renewal, refinancing or existing (i) hereunder or (ii) under the Three-Year Credit Agreementextension); (c) intercompany purchase money Indebtedness or preferred stock to the extent owing to or held (including obligations in respect of Capital Leases and Synthetic Lease Obligations) hereafter incurred by the Borrower or another SubsidiarySubsidiaries to 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Subsidiaries in respect of Swap Contracts entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness of any Subsidiary and Guarantees permitted under Section 7.02; (f) in addition to the Indebtedness otherwise permitted by this Section 7.03, other Indebtedness hereafter incurred to finance by the acquisitionSubsidiaries, 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; provided that (i) the loan documentation with respect to 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at contain covenants or default provisions relating to any time outstanding; (e) Capital Lease Obligations Consolidated Party that are more restrictive than the covenants and default provisions contained 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 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) 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 SubsidiaryLoan Documents, (ii) immediately before and after such person becomes a Subsidiary, no Default or Event of Default shall exist before or Default shall have occurred and be continuing and after giving effect on a Pro Forma Basis to the incurrence thereof, (iii) the aggregate principal amount of such 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 2,000,000 at any time outstanding; and (giv) such Indebtedness is permitted under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingSenior Subordinated Note Indenture.

Subsidiary Indebtedness. With respect to the SubsidiariesThe Company shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on of the date hereof and having an aggregate principal amount (or, in Loan Parties under 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 thereonLoan Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under outstanding on the Three-Year Credit AgreementSeventh Restatement Effective Date and any Permitted Refinancing thereof; (c) intercompany Guarantees by a Restricted Subsidiary in respect of Indebtedness or preferred stock to of another Restricted Company otherwise permitted hereunder (including, for the extent owing to or held avoidance of doubt, unsecured Guarantees in respect of the obligations of the Securitization Vehicle under a Securitization Financing permitted by the Borrower or another SubsidiarySection 7.03(r)); (d) Indebtedness of any a Restricted Subsidiary 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; 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 constitutes an Investment permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding7.02; (e) Capital Lease Obligations Indebtedness of any Restricted Subsidiaries in an aggregate principal amount, when combined amount at any time outstanding (together with the aggregate outstanding principal amount of all Indebtedness incurred pursuant to and other obligations secured in reliance on Section 6.01(d) and Section 6.01(f7.01(v), but without duplication thereof) that does not in excess exceed the greater of (i) $100,000,000 at any time outstanding500,000,000 and (ii) 15% of Consolidated Shareholders’ Equity; (f) Indebtedness of any person that becomes a Restricted 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 assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing of any such person becoming a Subsidiary, (ii) 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 outstandingIndebtedness; (g) Indebtedness under performance bonds or with respect incurred by any Restricted Subsidiary representing deferred compensation to workers' compensation claims, in each case employees of a Restricted Company incurred in the ordinary course of business; (h) Indebtedness 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 similar 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, in each case, in the ordinary course of business; (m) Indebtedness incurred by a Restricted Subsidiary 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 such similar reimbursement-type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (n) 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 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 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, 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 (hu) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount all premiums (or, in the case of preferred stock, with an aggregate liquidation preferenceif any), when combined interest (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(jincluding post-petition interest), not to exceed $100,000,000 at any time outstandingfees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Second Amendment and Restatement Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) of ), in each case 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 LoansObligations, 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 (i) hereunder or (ii) under the Three-Year Credit Agreementhereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amountamount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d7.01(d) and then outstanding and Section 6.01(f)7.01(f) and then outstanding, not in excess to exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofSecond Amendment and Restatement Effective Date; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) immediately before and after such person 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 6.01(d7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 6.01(e)7.01(e) and then outstanding, shall not exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 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; and (h) additional Indebtedness (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 6.01 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)7.02(l) and then outstanding, not to exceed the greater of (x) $100,000,000 at any time outstanding750,000,000 and (y) 15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness outstanding on the date hereof and having an aggregate principal amount (orlisted on Schedule 7.03 and any refinancings, 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 extensionsrefundings, renewals or replacements extensions thereof to with Indebtedness of a similar type; provided that the extent the principal amount of such Indebtedness is not increasedincreased 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 Indebtedness, if subordinated refinancing and by an amount equal 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) Indebtedness created or any existing (i) hereunder or (ii) under the Three-Year Credit Agreementcommitments unutilized thereunder; (c) intercompany Guarantees of any Subsidiary in respect of Indebtedness or preferred stock to the extent owing to or held by the Borrower or another otherwise permitted hereunder of any wholly-owned Subsidiary; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, 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; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition 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 completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a "market view;" and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with non-defaulting party from its obligation to make payments on outstanding transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingdefaulting party; (e) Capital Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in an aggregate principal amountSection 7.01(i); provided, when combined with however, that the aggregate principal amount of all such Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any one time outstandingoutstanding shall not exceed $50,000,000; (f) other 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the an aggregate principal amount not to exceed 15% 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 Consolidated Tangible Net Worth at any time outstanding;; provided that the aggregate outstanding principal amount of secured Indebtedness shall not exceed the amount set forth in Section 7.01(n). (g) Indebtedness of foreign Subsidiaries under performance bonds daylight or overnight overdraft facilities with respect to workers' compensation claims, in each case incurred in the ordinary course of businesslocal lenders; and (h) additional Intercompany Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of between one Subsidiary and another and between the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingSubsidiary.

Subsidiary Indebtedness. With respect In addition to and not in limitation of any other applicable restrictions herein, including Sections 10.3 and 10.4, the SubsidiariesCompany will not, at any time, permit any Subsidiary to, directly or indirectly, create, incur, createassume, issueguarantee, assume have outstanding, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness or preferred stock, exceptother than: (a) Indebtedness of members of the South African Group (other than Pyramid Freight BVI) not to exceed 800,000,000 South African Rand (or preferred stock existing on the date hereof and having an aggregate principal amount (or, its equivalent in the case of preferred stock, an aggregate liquidation preferenceany other currency) of less than $25,000,000 in the aggregate at any time; and, in Indebtedness consisting solely of put rights or mandatorily redeemable interests with respect to equity issued by any member of the case of any South African Group to enable such Indebtedness, any extensions, renewals or replacements thereof Subsidiary 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;maintain BBBEE status; UTI Worldwide Inc. Note Purchase Agreement (b) any unsecured Indebtedness created of any Subsidiary Guarantor consisting of direct obligations or existing (i) hereunder or (ii) under the Three-Year Credit AgreementGuaranties; (c) intercompany Indebtedness of any Subsidiary of the Company (other than a member of the South African Group or preferred stock Pyramid Freight BVI) in an aggregate amount not to the extent owing to exceed U.S.$60,000,000 (or held by the Borrower or another Subsidiaryits equivalent in any other currency) at any time; (d) Indebtedness of incurred under any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant permitted to exist under Section 6.01(e10.13 in an amount not to exceed U.S.$90,000,000 (or its equivalent in any other currency) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingone time; (e) Capital Lease Obligations in Indebtedness of a Subsidiary (other than a member of the South African Group or Pyramid Freight BVI) owed to an aggregate principal amount, when combined with Obligor or a Wholly-Owned Subsidiary (other than a member of the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(fSouth African Group or Pyramid Freight BVI), not in excess of $100,000,000 at any time outstanding; (f) Indebtedness owed by a member of the South African Group or Pyramid Freight BVI to another member of the South African Group or Pyramid Freight BVI; (g) unsecured Indebtedness of any person Subsidiary (other than a member of the South African Group or Pyramid Freight BVI) owed to a member of the South African Group or Pyramid Freight BVI so long as such Indebtedness is contractually subordinated to such Subsidiary Guarantors’ obligations hereunder on terms reasonably satisfactory to the Required Holders; (h) unsecured Indebtedness of a member of the South African Group or Pyramid Freight BVI owed to the Company or a Subsidiary (other than a member of the South African Group or Pyramid Freight BVI) in an amount not to exceed U.S.$10,000,000 (or its equivalent in any other currency); (i) secured Indebtedness of any Subsidiary to the extent that the Lien securing such Indebtedness would be permitted pursuant to Section 10.5(g) or 10.5(h); (j) Indebtedness under earnout arrangements in an aggregate amount of up to U.S.$65,000,000 (or its equivalent in any other currency) at any one time to the extent such indebtedness remains contingent in accordance with the terms of the earnout arrangements; (k) any Indebtedness incurred under the Financing Agreements; (l) existing Indebtedness in an amount not to exceed U.S.$55,000,000 of Pyramid Freight BVI to ▇▇▇▇▇▇▇ Company Limited; and (m) Indebtedness of a Subsidiary in addition to that otherwise permitted by the foregoing provisions, provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such Indebtedness, and immediately after giving effect to the incurrence thereof, no Default or Event of Default exists hereunder, including, without limitation, under Section 10.4. UTI Worldwide Inc. Note Purchase Agreement For the purpose of this Section 10.6, any Person becoming a Subsidiary after the date hereof; provided that (i) such Indebtedness exists of the Closing shall be deemed, at the time it becomes such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary, (ii) immediately before and after such person becomes a Subsidiary, no Event to have incurred all 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingthen outstanding Indebtedness.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness or preferred stock existing outstanding on the date hereof and having an aggregate principal amount Closing Date set forth on Schedule 7.03, including the Seller Financing, if any, (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 with respect to any such Indebtedness, any extensionsrenewals, renewals or replacements thereof to refinancings and extensions thereof); provided that (i) the extent the principal amount of such Indebtedness is not increasedincreased 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 Indebtednessrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if subordinated to the Loansany) and subordination (if any), remains so subordinated on 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 LendersBorrowerBGC and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, and the original obligors in respect of such Indebtedness remain the only obligors thereon;renewed or extended. (b) Indebtedness created obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (ior were) hereunder entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or (ii) under the Three-Year Credit Agreementtaking a “market view”; (c) intercompany (i) purchase money Indebtedness or preferred stock (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the extent owing 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 fixed assets and all renewals, refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (ii) shall not exceed $60,000,000 at any one time outstanding; (d) so long as the BorrowerBGC is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness of any Subsidiary 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; provided that (i) such Indebtedness of any Person that is incurred prior to merged or within 180 days after such acquisition or the completion of such construction or improvement consolidated with and into any Subsidiary, (ii) of any Person that becomes a Subsidiary as a result of an Acquisition to the aggregate principal amount extent, in each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of Indebtedness permitted by this Section 6.01(d), when combined customary performance based earn-out payments incurred in connection with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingan Acquisition; (e) Capital Lease Obligations in an aggregate principal amountIndebtedness, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that including (i) such Indebtedness exists securities lending transactions, at the time such person becomes a Subsidiary Regulated Subsidiaries and is not created in contemplation of or in connection with such person becoming a Subsidiaryother stock lending transactions, (ii) immediately before repurchase agreements 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 other collateralized financing transactions at any time outstanding; (g) Indebtedness under performance bonds or with respect to workers' compensation claimsSubsidiaries, 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 business and (hii) additional Indebtedness borrowings by foreign Regulated Subsidiaries in connection with clearing or preferred stock posting of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, margin requirements in the case ordinary course of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding.business;

Subsidiary Indebtedness. With respect Permit any Subsidiary of the Borrower to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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, arising under this Agreement and the original obligors in respect of such Indebtedness remain the only obligors thereonother Loan Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under outstanding on the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of date hereof and listed on Schedule 7.03 and any Subsidiary incurred to finance the acquisitionrefinancings, construction or improvement of any fixed or capital assets, and extensionsrefundings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 180 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement 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 aggregate principal amount material terms of such refinancing, refunding, renewal or extension, taken as a whole, are no less favorable in any material respect to such Person than such existing Indebtedness (excluding pricing, fees and other similar provisions which may be subject to market terms); (c) Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted hereunder; (d) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by this Section 6.01(d)such Person in the ordinary course of business for the purpose of directly mitigating risks (including, when combined without limitation, interest rate, currency exchange rate and commodity price risks) associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the aggregate principal amount value of all Capital Lease Obligations incurred pursuant to Section 6.01(e) securities issued by such Person, and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingfor purposes of speculation or taking a “market view;” (e) Capital Lease Obligations unsecured intercompany Indebtedness (subject, however, to the limitations of Section 7.02 in an aggregate principal amountthe case of the Borrower or a Subsidiary extending the intercompany loan, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(fadvance or credit), not in 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) 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, (ii) 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 outstandingPermitted Securitization Transaction; (g) Indebtedness under performance bonds or with respect the West Side Credit Agreement in an aggregate amount not to workers' compensation claimsexceed $50,000,000 at any time outstanding, unless such amount in each case incurred in the ordinary course excess of business; and$50,000,000 is otherwise permitted pursuant to this Section 7.03; (h) additional Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (i) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations to finance the purchase, construction, repair or preferred stock improvement of, or acquire the right for use of, fixed or capital assets within the limitations set forth in Section 7.01(h); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000; (i) Indebtedness of any Subsidiary existing at the time such Subsidiary becomes a Subsidiary of the Subsidiaries Borrower and (ii) Indebtedness attached to any property or asset at the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (ortime a Subsidiary acquires such property or asset, and, in the case of preferred stock, with an aggregate liquidation preferenceeach of clause (i) or (ii), not incurred in contemplation thereof, as long as the outstanding principal amount of the Indebtedness secured thereby is not voluntarily increased by such Subsidiary after the date of such acquisition; and (k) Indebtedness of the Subsidiaries not otherwise permitted by this Section 7.03 the aggregate outstanding amount of which, when combined (without duplication) taken together with the aggregate outstanding amount of Indebtedness or other obligations of the Borrower and its Subsidiaries or any Subsidiary secured by Liens pursuant to a Lien permitted by Section 6.02(j7.01(q), does not to exceed $100,000,000 at any time outstandingexceed 15% of Consolidated Net Tangible Assets (determined as of the end of the most recent fiscal period for which financial statements are available).

Subsidiary Indebtedness. With respect The Company shall not permit its Subsidiaries to the Subsidiaries, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) existing Indebtedness or preferred stock existing outstanding on the date hereof and having an aggregate principal amount Effective Date (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 outstanding principal amount of such Indebtedness thereof is not increased, and such Indebtedness$20,000,000 (or, if subordinated to denominated in a currency other than U.S. Dollars, the LoansDollar Equivalent of $20,000,000) or more, remains so subordinated being described on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereonSchedule 5.16 attached hereto); (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit AgreementDocuments; (c) intercompany Indebtedness or preferred stock loans and advances to the extent owing Company or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Company or held by any other Subsidiaries of the Borrower or another SubsidiaryCompany; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements, in each case entered into in the ordinary course of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, business 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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingfor speculative purposes; (e) Capital Lease Obligations Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in an aggregate principal amountforeign countries with financial institutions, when combined with or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $200,000,000 in the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists Person existing at the time such person Person becomes a Subsidiary of the Company or is merged with or into the Company or any Subsidiary of the Company and is not created incurred in contemplation of such transaction, and extensions, renewals or in connection with such person becoming a Subsidiary, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) refinancings thereof that do not increase the aggregate principal amount of such Indebtedness permitted by this clause (fother than amounts included to pay costs of such extension, renewal or refinancing), 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 (i) under performance bonds or Performance Guaranties and Performance Letters of Credit, and (ii) with respect to workers' compensation claims, in each case incurred letters of credit issued in the ordinary course of business; and; (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent created in connection with securitization programs, if any; (i) Non-recourse Debt; (j) Indebtedness (not otherwise permitted by the foregoing clauses under any other clause of this Section 6.01 6.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding, at the time of incurrence thereof (or, in the case of preferred stock, together with an aggregate liquidation preferenceall such other Indebtedness outstanding pursuant to this clause (j) at such time), when combined ten percent (without duplication10%) with of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (k) other Indebtedness not otherwise permitted under any other clause of this Section 6.11 so long as such Subsidiary is a Guarantor; and (l) at any time on or after the Noble Yieldco IPO, Indebtedness of member of the Noble Yieldco Group, so long as (i) such Indebtedness does not provide for any recourse to the Company or any of its Subsidiaries (other than any member of the Noble Yieldco Group), or any of such Person’s assets, and (ii) no member of the Noble Yieldco Group is wholly-owned, directly or indirectly, by the Company at such time; (m) extensions, renewals or replacements of Indebtedness permitted by this Section 6.11 that do not increase the amount of obligations such Indebtedness (other than amounts incurred to pay costs of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(jsuch extension, renewal or refinancing), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) [Intentionally Omitted]; (b) Indebtedness (including Indebtedness of the Target or preferred stock the Target’s Subsidiaries) outstanding on the Effective Date and listed on Schedule 7.02 and additional Indebtedness 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 or limits existing with respect thereto on the date hereof and having an aggregate principal amount (orset forth on such Schedule and any replacements, in the case of preferred stockrefinancings, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensionsrefundings, renewals or replacements thereof to the extent extensions thereof; provided that the principal amount of such Indebtedness is not increasedincreased 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, if subordinated to which updated version shall replace the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect version of such Indebtedness remain Schedule delivered on the only obligors thereon; (b) Indebtedness created Effective Date without any requirement for any amendment or existing (i) hereunder any consent by the Administrative Agent or (ii) under the Three-Year Credit Agreementany Lender; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing Company or to or held by the Borrower or another any other Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding[Intentionally Omitted]; (e) Capital Lease Obligations Guarantees by any Subsidiary in an aggregate principal amountrespect of Indebtedness of the Company or any other Subsidiary otherwise permitted hereunder; provided, when combined with however, that any Guarantees by Subsidiaries in respect of Indebtedness of the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f)Company shall not exceed, not in excess of $100,000,000 at any time outstanding, $50,000,000 in the aggregate; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that one or more Subsidiaries under (i) such Indebtedness exists at the time such person becomes a Subsidiary Existing Revolving Credit Agreement (and is not created in contemplation European commercial paper of or in connection with such person becoming a Subsidiary, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 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 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 incremental facilities, which in an aggregate amount shall not exceed $4.0 billion); and (g) other Indebtedness of all Subsidiaries in an aggregate principal amount not to exceed, at any time outstanding, 10% of the total book value of the Consolidated Total Tangible Assets of the Company and its Subsidiaries.

Subsidiary Indebtedness. With respect The Company will not permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (ai) the obligations incurred under the Note Documents; (ii) Indebtedness or preferred stock of any Subsidiary existing on the date hereof and having an aggregate principal amount (orset forth in Schedule 6A and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness with Indebtedness of a similar type that does not increase the extent the outstanding principal amount of such Indebtedness is not increasedthereof (other than for accrued interest, premiums, costs 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 thereonexpenses); (biii) Indebtedness created of any Subsidiary to the Company or existing any other Subsidiary, and Guarantees by any Subsidiary of Indebtedness of another Subsidiary permitted under clause (i), (ii), (iv) hereunder or (iiv) under the Three-Year Credit Agreementof this paragraph 6A; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (div) 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 thereofthereof (other than for accrued interest, premiums, costs and expenses); provided that (iA) such Indebtedness is incurred prior to or within 180 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 Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iiiB) the aggregate principal amount of Indebtedness permitted by this clause (fiv), when combined aggregated with the aggregate principal amount of all similar Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease Obligations incurred pursuant to Section 6.01(e)of the Company, shall not exceed $100,000,000 150,000,000 at any time outstanding; (gv) Indebtedness of any Subsidiary as an account party in respect of trade letters of credit; (vi) Indebtedness of any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (vi) at any time (excluding Indebtedness of any Subsidiary that has guaranteed the obligations of the Issuer under performance bonds the Note Documents pursuant to documentation in form and substance reasonably satisfactory to the Required Holders), when aggregated with the Indebtedness of the Company and/or any Subsidiary secured by a Lien under paragraph 6B(vi) at such time, shall not exceed the greater of (x) $300,000,000 and (y) twenty percent (20%) of the Company’s Consolidated Net Tangible Assets; provided, that no Indebtedness of any Subsidiary (other than the Foreign Subsidiary Borrowers) incurred or with respect to workers' compensation claims, in each case incurred in guaranteed under the ordinary course of businessBank Credit Agreement shall be permitted under this clause (vi); and (hvii) additional Indebtedness or preferred stock (including Guarantees of Indebtedness) of any Subsidiary incurred in connection with the Subsidiaries Bank Credit Agreement, to the extent not otherwise permitted by that each Subsidiary providing such a Guarantee has Guaranteed the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens Issuer under the Note Documents pursuant to Section 6.02(j), not documentation in form and substance reasonably satisfactory to exceed $100,000,000 at any time outstandingthe Required Holders.

Subsidiary Indebtedness. With respect The Borrower will not permit any Subsidiary of the Borrower to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate Effective Date which is either (i) set forth on Schedule 5.06 or (ii) in a principal amount that is less than (or, x) $25,000,000 individually and (y) $100,000,000 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 thereonaggregate; (b) Indebtedness created of any Subsidiary owing to the Borrower or existing (i) hereunder any Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Borrower or (ii) under the Three-Year Credit Agreementa Subsidiary; (c) intercompany Guarantees by any Subsidiary of Indebtedness or preferred stock of any other Subsidiary; provided that a Subsidiary shall not Guarantee Indebtedness of any other Subsidiary that it would not have been permitted to the extent owing to or held by the Borrower or another Subsidiaryincur under this Section if it were a primary obligor thereon; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, repair, development or improvement of any fixed or capital assets, including Capital Lease Obligations, and extensions, renewals and replacements any Indebtedness assumed in connection with the acquisition of any such Indebtedness that do not increase the outstanding principal amount thereofassets; provided that (i) such Indebtedness is when 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingthe purchase price and costs, as applicable, of acquisition, construction, repair, development or improvement of the asset(s) financed and all fees, costs and expenses relating thereto; (e) Capital Lease Obligations Indebtedness of a Person that is not a Subsidiary of the Borrower as of the Effective Date and that becomes a Subsidiary after the Effective Date or is merged or consolidated with or into the Borrower or any Subsidiary after the Effective Date, in an aggregate principal amounteach case, when combined with if such Indebtedness is existing at the aggregate principal amount time such Person becomes a Subsidiary or is so merged or consolidated and is not incurred in contemplation of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstandingsuch transaction; (f) Indebtedness in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar instruments issued for the account of any person that becomes a Subsidiary after in the date hereof; provided that (i) such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation ordinary course of or in connection with such person becoming a Subsidiary, (ii) 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 outstandingbusiness; (g) Indebtedness under performance bonds in respect of netting services, overdraft protections and otherwise arising from treasury, depository and cash management services or in connection with respect to workers' compensation claimsany automated clearing-house transfers of funds, overdraft or any similar services, in each case in the ordinary course of business; [[5952619]] (h) Indebtedness with respect to bid, surety, appeal, indemnity, performance or other similar bonds, workers’ compensation claims or self-insurance obligations, in each case, incurred in the ordinary course of business, and Indebtedness in the form of purchase price adjustments, earn-outs, ▇▇▇▇▇▇▇ money or similar obligations incurred in connection with any acquisition or disposition; (i) Indebtedness owing to any insurance company in connection with the financing of insurance premiums in the ordinary course of business; (j) other Indebtedness of any Subsidiary; provided that at the time of and after giving pro forma effect to the creation, incurrence or assumption of any such Indebtedness, the sum, without duplication, of (i) the aggregate outstanding principal amount of all such Indebtedness of any Subsidiary, (ii) the aggregate outstanding principal amount of indebtedness for money borrowed secured by Mortgages in reliance on the last paragraph of Section 5.03 and (iii) the aggregate amount of the Attributable Debt in respect of all sale and leaseback transactions entered into in reliance on the exception provided in Section 5.04(c) does not exceed 15% of Consolidated Net Tangible Assets; and (hk) additional Indebtedness extensions, refinancings, renewals or preferred stock replacements of the Subsidiaries to the extent not otherwise Indebtedness permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount clause (ora), (d) or (e) above which, in the case of preferred stockany such extension, with an aggregate liquidation preference)refinancing, when combined (without duplication) with renewal or replacement, does not increase the amount of obligations the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)such extension, not to exceed $100,000,000 at any time outstandingrefinancing, renewal or replacement.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (ai) 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; (iii) Indebtedness or preferred stock any refinancing thereof of any Subsidiary existing on the date 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 thereonhereof; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (div) Indebtedness of any Subsidiary incurred to finance existing on the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any date it becomes a Subsidiary so long as such Indebtedness that do was 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 in contemplation of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingSubsidiary becoming a Subsidiary; (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 excess of $100,000,000 at any time outstanding; (fv) Indebtedness of any person that becomes Subsidiary to the Company or to a Wholly Owned Subsidiary after of 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, (ii) 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 outstandingCompany; (gvi) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of businessbusiness in connection with supermarket leases that constitute Capitalized Lease Obligations and in which the lessee is a Guarantor; (vii) 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 time exceed the amount of the unused portion of the Total Canadian Commitment at such time; and (hviii) additional Indebtedness or preferred stock of other Indebtedness, provided that the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount outstanding of all such other Indebtedness of all Subsidiaries (or, in the case of preferred stock, with an aggregate liquidation preferenceexcluding amounts permitted under clauses (i) through (vii) above) does not exceed U.S.$50,000,000 (or its equivalent), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the SubsidiariesThe Company shall not permit any Subsidiary to, create, incur, createassume, issue, assume or permit suffer to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orPermitted Securitizations; provided, in the case of preferred stockthat, 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 outstanding principal amount of such Indebtedness is all Permitted Securitizations entered into by the Company and its Subsidiaries after the Effective Date shall not increased, exceed the greater of (i) $425,000,000 and such Indebtedness, if subordinated to (ii) 12.75% of 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 thereonConsolidated Net Tangible Assets; (b) Indebtedness created obligations (contingent or otherwise) existing (i) hereunder or (ii) arising under the Three-Year Credit Agreementany Swap Contract; provided, that, such Swap Contract is incurred to hedge bona fide business risks and not for speculative purposes; (c) intercompany Indebtedness arising under the Loan Documents or preferred stock to any Cash Management Agreement entered into in the extent owing to or held by the Borrower or another Subsidiaryordinary course of business; (d) Indebtedness of any Subsidiary 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; provided that Permitted Acquired Debt; (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or existing on the completion of such construction or improvement Effective Date and listed on Schedule 8.05; and (ii) unsecured Contingent Obligations of any Subsidiary with respect to Indebtedness of the aggregate principal amount Company so long as such Subsidiary has provided a guaranty of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant on terms and conditions reasonably satisfactory to Section 6.01(e) and all 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 excess of $100,000,000 at any time outstandingAgent; (f) Indebtedness incurred by a Leasing Subsidiary in a Leasing Transaction that is non-recourse to the Company or any Subsidiary of any person that becomes a Subsidiary after the date hereof; provided that Company (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, (ii) 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 (fother than Leasing Subsidiaries), 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) (i) Indebtedness under performance bonds or with respect incurred by any Subsidiary pursuant to workers' compensation claims, in each case incurred any Floor Plan Financing Facility that does not exceed any time outstanding $200,000,000; and (ii) Indebtedness constituting credit support for third party customer financing in the ordinary course of business; (h) Indebtedness secured by Liens permitted pursuant to Section 8.01(l) and Section 8.01(n); (i) Indebtedness incurred in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including guarantees thereof) in the ordinary course of business; (j) Indebtedness arising from agreements providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Equity Interests of a Subsidiary otherwise permitted under this Agreement; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business (provided, that, such Indebtedness is extinguished within five Business Days of incurrence) and Indebtedness arising from negative account balances in cash pooling arrangements arising in the ordinary course of business; (l) Refinancing Debt with respect to Indebtedness described in the foregoing clauses (d), (e), or (h) or this clause (l); and (hm) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an 8.05; provided, that, the aggregate outstanding principal amount (or, in the case of preferred stock, with an aggregate liquidation preference)all such Indebtedness, when combined taken together (and without duplication) with of the aggregate outstanding principal amount of all Indebtedness and other obligations of the Borrower and its Subsidiaries secured by Liens pursuant to incurred in reliance on Section 6.02(j8.01(ff), shall not exceed an amount equal to exceed the greater of (i) $100,000,000 at any time outstanding600,000,000 and (ii) 15% of the Consolidated Net Tangible Assets.

Subsidiary Indebtedness. With respect Permit any of the Borrowers' Subsidiaries to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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, arising under this Agreement and the original obligors in respect of such Indebtedness remain the only obligors thereonother Loan Documents; (b) Indebtedness created of the Subsidiaries set forth in Schedule 7.03 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness and in amounts no greater than such existing Indebtedness at the time of such renewal, refinancing or existing (i) hereunder or (ii) under the Three-Year Credit Agreementextension); (c) intercompany purchase money Indebtedness or preferred stock to the extent owing to or held (including obligations in respect of Capital Leases and Synthetic Lease Obligations) hereafter incurred by the Borrower or another SubsidiarySubsidiaries to 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Subsidiaries in respect of Swap Contracts entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness of any Subsidiary and Guarantees permitted under Section 7.02; (f) in addition to the Indebtedness otherwise permitted by this Section 7.03, other Indebtedness hereafter incurred to finance by the acquisitionSubsidiaries, 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; provided that (i) the loan documentation with respect to 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at contain covenants or default provisions relating to any time outstanding; (e) Capital Lease Obligations Consolidated Party that are more restrictive than the covenants and default provisions contained 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 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) 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 SubsidiaryLoan Documents, (ii) immediately before and after such person becomes a Subsidiary, no Default or Event of Default shall exist before or Default shall have occurred and be continuing and after giving effect on a Pro Forma Basis to the incurrence thereof, (iii) the aggregate principal amount of such 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 2,000,000 at any time outstanding; and (giv) such Indebtedness is permitted under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingSenior Unsecured Note Indenture.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing under the Loan Documents or, with respect to any Loan Party, under any Related Credit Arrangement; (b) Indebtedness outstanding on the date hereof and having an aggregate principal amount (orlisted on Schedule 7.03 and any refinancings, 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 extensionsrefundings, renewals or replacements thereof to extensions thereof; provided that the extent the principal amount of such Indebtedness is not increasedincreased 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 Indebtedness, if subordinated refinancing and by an amount equal 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) Indebtedness created or any existing (i) hereunder or (ii) under the Three-Year Credit Agreementcommitments unutilized thereunder; (c) intercompany Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or preferred stock to capital assets within the extent owing to or held 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 the Borrower or another SubsidiarySection 7.03(d) then outstanding, shall not exceed $25,000,000; (d) Indebtedness Acquired Indebtedness; provided, however, that the aggregate amount of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any all 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 at any one time outstanding, when taken together with all Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.03(c) and all Indebtedness incurred pursuant to Section 6.01(f)then outstanding, shall not exceed $100,000,000 at any time outstanding25,000,000; (e) Capital Lease Indebtedness of any Subsidiary owing to the Borrower or any wholly-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 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 excess of $100,000,000 at any time outstandingits sole discretion; (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, (ii) 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;Permitted Securitization Facility; and (g) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an 7.03 the aggregate principal outstanding amount (or, in the case of preferred stock, with an aggregate liquidation preference)which, when combined (without duplication) taken together with the aggregate outstanding amount of obligations Indebtedness of the Borrower and its Subsidiaries secured by Liens pursuant to a Lien permitted by Section 6.02(j7.01(n), does not to exceed $100,000,000 at any time outstandingexceed 15% of Consolidated Tangible Assets.

Subsidiary Indebtedness. With respect Permit any of its Subsidiaries (other than any Domestic Loan Party) to the Subsidiariescreate, incur, createassume, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing under the Loan Documents; (b) Indebtedness of Subsidiaries set forth in Schedule 8.03 and any renewals, refinancings and extensions thereof on the date hereof terms and having an aggregate principal amount (or, in the case of preferred stock, an aggregate liquidation preference) of conditions not materially less than $25,000,000 in the aggregate and, in the case of any such Indebtedness, any extensions, renewals or replacements thereof favorable to the extent applicable debtor(s); provided that the principal amount of such Indebtedness is not increasedincreased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other amount paid, and fees and expenses reasonably incurred, in connection with such Indebtedness, if subordinated refinancing and by an amount equal 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) Indebtedness created or any existing (i) hereunder or (ii) under the Three-Year Credit Agreementcommitments unutilized thereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiarypermitted under Section 8.02; (d) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, 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; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition 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 completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with non-defaulting party from its obligation to make payments on outstanding transactions to the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingdefaulting party; (e) Capital Lease Obligations endorsements in an aggregate principal amount, when combined with the aggregate principal amount ordinary course of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess business of $100,000,000 at any time outstandingnegotiable instruments for deposit or collection; (f) Indebtedness of any person that becomes a Subsidiary after the date hereofin an aggregate amount for all Permitted Acquisitions not to exceed $15,000,000 incurred or assumed in connection with Permitted Acquisitions; provided that 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 person becomes a Subsidiary Permitted Acquisition and is not created in contemplation of or in connection with such person becoming a Subsidiary, Permitted Acquisition; (iig) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) the other Indebtedness in an aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant not to Section 6.01(d) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 25,000,000 at any one time outstanding; (gh) Indebtedness under performance bonds or obligations of Regulated Subsidiaries to clearing agencies with respect to workers' compensation claims, in each case incurred transactions executed by the Regulated Subsidiaries in the ordinary course of business; (i) any payable owing by any Subsidiary to GFI or any of its other Subsidiaries for the payment by GFI or any of its Subsidiaries of the ordinary course expenses of such Subsidiary; (j) any Indebtedness of any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party; (k) any Indebtedness owing by a Regulated Subsidiary to any Loan Party; and (hl) additional Guarantees with respect to Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing under clauses (a) through (f) of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding8.03.

Subsidiary Indebtedness. With respect The Borrower will not permit any of its Subsidiaries (including Candle America, CCW and PartyLite) to the Subsidiaries, incur, directly or indirectly create, issueassume, assume incur or permit to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness or preferred stock, for borrowed money except: (a) a Subsidiary may become and remain liable with respect to Indebtedness to the Borrower or preferred stock existing on a Wholly-Owned Subsidiary of the date hereof Borrower; (b) the Subsidiaries may (i) remain liable with respect to Indebtedness existing, and having an aggregate principal amount Indebtedness under lines of credit where such lines of credit are existing, as of the Effective Date and described in Schedule 5.10 and (or, ii) may become liable with respect to Indebtedness in the case respect of preferred stock, an aggregate liquidation preference) a refinancing of less than $25,000,000 in the aggregate and, in the case such Indebtedness (or of any such IndebtednessIndebtedness under this clause (ii)) and Indebtedness under lines of credit in replacement of the lines of credit referred to in clause (i) or this clause (ii); provided, any extensions, renewals or replacements thereof to the extent that (A) if 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany refinancing Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements amount of any such Indebtedness that do not increase replacement line of credit exceeds the outstanding principal amount thereof; provided that (i) such of Indebtedness is incurred prior to or within 180 days after such acquisition refinanced or the completion amount of the replaced line of credit, then that excess (i.e., that portion of the refinancing or replacement representing such construction or improvement increase) shall not be permitted under this Section 5.10(b) but only by Section 5.10(f) and (iiB) the aggregate maximum principal amount of Indebtedness permitted by under this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e5.10(b) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 30,000,000 at any one time outstanding; outstanding (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal any amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of such $100,000,000 at any 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default 30,000,000 shall have occurred and only be continuing and (iii) the aggregate principal amount of Indebtedness permitted by this clause (fSection 5.10(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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the SubsidiariesThe Borrower will not permit any of its Subsidiaries to, create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock created pursuant to the Loan Documents; (b) Indebtedness existing on the date 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 set forth 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 (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) unless permitted under this Section 7.1; (c) Indebtedness of any Subsidiary (other than any Indebtedness under any Synthetic Lease) 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 secured by a Lien on any such assets prior to the acquisition thereof; provided provided, that (i) such Indebtedness is incurred prior to or within 180 90 days after such acquisition or the completion of such construction or improvement and (ii) improvements; provided, further, that the aggregate principal amount of such Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall does not exceed $100,000,000 10,000,000 at any time outstanding; (d) 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; (e) Capital Lease Obligations in an aggregate principal amountGuarantees by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary or Minority Investment; provided, when combined with the aggregate principal amount that (i) Guarantees by any Loan Party of all Indebtedness incurred pursuant of any Subsidiary or Minority Investment that is not a Subsidiary Loan Party shall be subject to Section 6.01(d7.4 and (ii) and Guarantees of Indebtedness of the Borrower shall only be permitted if the Subsidiary could incur such Indebtedness that is being Guaranteed under this Section 6.01(f), not in excess of $100,000,000 at any time outstanding7.1; (f) Indebtedness in respect 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, (ii) 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 obligations under Hedging Agreements permitted by this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) -------- 7.9; 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 Synthetic Leases and other unsecured Indebtedness in an aggregate principal amount not to workers' compensation claims, in each case incurred in the ordinary course of businessexceed $50,000,000 at any time outstanding; and (h) additional Indebtedness or preferred stock of any Restricted Subsidiary (i) resulting from the Subsidiaries transfer of any receivable in connection with a Permitted Securitization Transaction so long as such Indebtedness is non-recourse as to the extent not otherwise permitted by Borrower or any Restricted Subsidiary (other than as to the foregoing clauses transferred receivables and related property) and (ii) consisting of this Section 6.01 Standard Securitization Undertakings in an aggregate principal amount connection with any Permitted Securitization Transaction; and (or, i) Indebtedness of any Permitted Securitization Subsidiary incurred in the case of preferred stock, connection with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingPermitted Securitization Transaction.

Subsidiary Indebtedness. With respect The Company shall not permit any of its Subsidiaries directly or indirectly to the Subsidiariescreate, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) Indebtedness or preferred stock existing on of the date hereof Company and having an aggregate principal amount the Borrowers under this Agreement and the Subsidiaries under the Subsidiary Guaranty; (orii) Indebtedness in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Company, 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 provided such Indebtedness is not increased, and such Indebtedness, if subordinated to incurred by the Loans, remains so subordinated on terms no less favorable to the Lenders, and the original obligors Company in respect violation of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit this Agreement; (ciii) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (div) Indebtedness of constituting Contingent Obligations permitted by Section 7.3(e); (v) Unsecured Indebtedness arising from loans from (a) any Subsidiary incurred to finance any wholly‑owned Subsidiary, (b) the acquisitionCompany to any wholly‑owned Subsidiary, construction or improvement of (c) ▇▇▇▇▇▇▇ Finance Company B.V. to any fixed or capital assets, and extensions, renewals and replacements of Subsidiary (other than any such Indebtedness that do not increase the Subsidiary Guarantor) in an aggregate outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior not 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 50,000,000 at any time outstandingand (d) any one or more Subsidiary Guarantors to ▇▇▇▇▇▇ 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; (evi) Capital Lease Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.3(o); (vii) Indebtedness with respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in this Agreement and the Revolving Credit Facility) obtained by any of the Company’s Subsidiaries in the ordinary course of business; (viii) Indebtedness evidenced by letters of credit, bank guarantees or other similar instruments in an aggregate principal amount, when combined with the aggregate principal face amount of all Indebtedness incurred pursuant not to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 exceed at any time outstanding$150,000,000 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; (fa) Permitted Existing Indebtedness of any person and (b) other Indebtedness, in addition to that becomes a Subsidiary after referred to elsewhere in this Section 7.3(a), incurred by the date hereof; Company’s Subsidiaries, 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Unmatured Default shall have occurred and be continuing at the date of such incurrence or would result therefrom, and (iii) provided further that the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with the aggregate principal outstanding amount of all Indebtedness incurred pursuant to Section 6.01(dby the Company’s Subsidiaries under this clause (ix)(b) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 at any time outstandingexceed $50,000,000; (gx) Indebtedness of The ▇▇▇▇ Group Inc. or any of its Subsidiaries existing on the Transaction Closing Date and permitted under performance bonds or with the Transaction Agreement; (xi) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Revolving Credit Agreement (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to workers' compensation claimsthe Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; (xii) Indebtedness of the Company and any Subsidiary Guarantor in respect of the Term Facility (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in each case incurred in the ordinary course right of businesspayment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (hxiii) additional Indebtedness or preferred stock of the Subsidiaries Company and any Subsidiary Guarantor in respect of the Takeout Financing (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the extent not otherwise permitted by Obligations in right of payment (other than pursuant to the foregoing clauses terms of this Section 6.01 in an aggregate principal amount the Escrow Agreement (or, as defined in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplicationNote Purchase Agreement) with respect to the amount of obligations of the Borrower Escrowed Proceeds) and its Subsidiaries secured is not guaranteed by Liens pursuant to Section 6.02(j), any Subsidiary that is not to exceed $100,000,000 at any time outstandinga Subsidiary Guarantor.

Subsidiary Indebtedness. With respect Borrower will not permit any of its Subsidiaries to the Subsidiaries, incurcontract, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the date 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 current accounts payable and accrued expenses incurred in the only obligors thereonordinary course of business; (b) Indebtedness created owing by a Subsidiary of Borrower to Holdings or existing (i) hereunder or (ii) under the Three-Year Credit Agreementa Subsidiary of Holdings; (c) intercompany purchase money Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, or improvement of any fixed improvement, or capital assets, and extensions, renewals and replacements lease of any such Indebtedness that do not increase the outstanding principal amount thereofassets (including equipment) or property; provided that (i) such Indebtedness is when incurred prior to or within 180 days after such acquisition or shall not exceed the completion purchase price of such construction or improvement the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii) the aggregate no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (d) Indebtedness permitted by this Section 6.01(d), when combined incurred after the Closing Date in connection with the aggregate principal amount acquisition of all Capital Lease Obligations incurred pursuant a person or property (including by consolidation or merger) as long as such Indebtedness existed prior to Section 6.01(e) such acquisition and all Indebtedness incurred pursuant to Section 6.01(f), shall was not exceed $100,000,000 at any time outstandingcreated in anticipation thereof; (e) Capital Lease Obligations in an aggregate principal amount, when combined with Indebtedness existing on the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstandingClosing Date; (f) Indebtedness under performance guaranties, performance bonds and letters of any person that becomes credit issued in the ordinary course of business and serving as 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, (ii) 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 outstandingperformance guaranty; (g) Indebtedness under performance bonds or documentary credits issued in connection with respect to workers' compensation claims, in each case incurred the purchase of goods in the ordinary course of business; (h) Indebtedness (i) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (ii) arising from the honoring by a bank or other person of a check, draft or similar instrument inadvertently drawing against insufficient funds; (i) any other Indebtedness in a principal amount not to exceed ten percent (10%) of Consolidated Net Tangible Assets in the aggregate, at any one time outstanding; (j) Indebtedness not otherwise permitted under any other clause of this Section 6.06 so long as each Subsidiary of Borrower incurring such Indebtedness has delivered to the Administrative Agent (A) a guaranty in a form and substance reasonably satisfactory to the Administrative Agent and (B) a certificate of a Responsible Officer certifying the adoption of board resolutions authorizing such subsidiary guaranty; and (hk) additional Indebtedness extensions, refinancings, renewals or preferred stock replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Subsidiaries to the extent not otherwise Indebtedness permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (orabove which, in the case of preferred stockany such extension, with an aggregate liquidation preference)refinancing, when combined (without duplication) with renewal or replacement, does not increase the amount of obligations the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)such extension, not to exceed $100,000,000 at any time outstandingrefinancing, renewal or replacement.

Subsidiary Indebtedness. With respect The Borrower shall not permit any Subsidiary, directly or indirectly, to the Subsidiariescreate, incur, createassume, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orlisted on Schedule 7.02 as Indebtedness of a Subsidiary, in an amount not to exceed the case of preferred stockamount listed on Schedule 7.02, an aggregate liquidation preference) of less than $25,000,000 in the aggregate andand refinancings, in the case of any such Indebtednessrefundings, any renewals, 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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 at the time of such refinancing, refunding, renewal, extension, or replacement; (b) Indebtedness to the Borrower or any other Subsidiary; (c) Indebtedness assumed in connection with the acquisition of an asset or Indebtedness of a Person, in either case, existing at the time such asset or Person is acquired by, or merged or consolidated with or into, any Subsidiary (and renewals, extensions, amendments, and modifications of such Indebtedness satisfying the requirements of clause (a) preceding), so long as (i) such Indebtedness was not incurred in contemplation of such acquisition, merger, or consolidation, (ii) no Event of Default or Default then exists or arises as a result thereof, and (iii) no other Subsidiary (other than the existing obligors at the time such Person or asset was acquired) shall have or incur any direct or indirect liability for such Indebtedness; and (d) other unsecured Indebtedness of any Subsidiary not otherwise permitted by this Section 7.03, so long as no Default or Event of Default exists on the date any such Indebtedness is created, incurred, or assumed, or arises after giving effect to such incurrence of Indebtedness; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract; provided that (i) such Indebtedness is incurred prior to obligations are (or within 180 days after were) entered into by such acquisition Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the completion value of securities issued by such construction Subsidiary, and not for purposes of speculation or improvement taking a "market view," and (ii) such Swap Contract does not contain a provision designating the aggregate principal amount "First Method" (as defined in the form of Indebtedness permitted by this Section 6.01(dthe Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party after the occurrence of an "Early Termination Date" (as defined in such Swap Contract), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 excess of $100,000,000 at any time outstanding;; and (f) Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or capital assets, so long as any person that becomes a Subsidiary after the date hereof; provided that (i) Liens securing such Indebtedness exists at satisfy the time such person becomes a Subsidiary and is not created in contemplation requirements of or in connection with such person becoming a Subsidiary, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding7.

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Borrower will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on created under the date 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 thereonLoan Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under on the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that 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 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 is incurred prior to in any individual case has an outstanding principal balance of $10,000,000 or within 180 days after such acquisition less or the completion of such construction or improvement and (ii) to the extent the Indebtedness exceeds the limit in the immediately preceding clause (i), such Indebtedness is described on Schedule 6.01 hereto or is otherwise permitted by this Section 6.01; (c) Indebtedness of any Subsidiary to the Borrower or of any Subsidiary to any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness or other obligations of any other Subsidiary permitted hereunder; (e) Indebtedness arising in connection with Hedge Agreements entered into not for speculative purposes and in the ordinary course of business; (f) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and (g) Indebtedness for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of any Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; paragraph (g) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the aggregate principal amount of all secured obligations of the Borrower and its Subsidiaries secured by Liens incurred pursuant to Section 6.02(j6.02(e), shall not to exceed $100,000,000 7.5% of Consolidated Total Assets at any time outstanding.

Subsidiary Indebtedness. With respect to None of the SubsidiariesCompany’s Subsidiaries shall create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on of the date 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, Borrowers under this Agreement and the original obligors in respect of such Indebtedness remain Subsidiaries under the only obligors thereon;Subsidiary Guaranty; 98 68208499_3 (b) Indebtedness created or existing (i) hereunder or (ii) under in respect of guaranties executed by any Subsidiary Guarantor with respect to any Indebtedness of the Three-Year Credit Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held in respect of obligations secured by the Borrower or another SubsidiaryCustomary Permitted Liens; (d) Indebtedness of any Subsidiary 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; 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 constituting Contingent Obligations permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstanding7.05; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Unsecured Indebtedness incurred pursuant to Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that arising from loans from (i) such Indebtedness exists at the time such person becomes a any Subsidiary and is not created in contemplation of or in connection with such person becoming a to any wholly-owned Subsidiary, (ii) immediately before and after such person becomes a the Company to any wholly-owned 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 ▇▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(dother than any Subsidiary Guarantor) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate outstanding principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingand (iv) any one or more Subsidiary Guarantors to ▇▇▇▇▇▇ CBI, Limited in an aggregate outstanding principal amount not to exceed $100,000,000; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness may only be due to 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; (f) Indebtedness in respect of Hedging Obligations which are not prohibited under Section 7.13; (g) Indebtedness with respect to surety, appeal and performance bonds and Performance Letters of Credit (under and as defined in this Agreement and the Existing Revolving Credit Agreement) obtained by any of the Company’s Subsidiaries in the ordinary course of business; (h) Indebtedness evidenced by letters of credit, bank guarantees or other similar instruments in an aggregate face amount not to exceed at any time $150,000,000 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; (i) (i) Permitted Existing Indebtedness and (ii) other Indebtedness, in addition to that referred to elsewhere in this Section 7.01, 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 under this clause (i)(ii) shall not at any time exceed $100,000,000; (j) Indebtedness of The ▇▇▇▇ Group Inc. or any of its Subsidiaries existing on the Closing Date and permitted under the Transaction Agreement; (k) Indebtedness of the Initial Borrower and any Subsidiary Guarantor in respect of (i) the Existing 2012 Term Loan Credit Agreement, (ii) the Existing Revolving Credit Agreement and (iii) the Existing 2015 Term Loan Credit Agreement (and any Permitted Refinancing in each case thereof), so long as such Indebtedness is not senior to the Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; 99 68208499_3 (l) Indebtedness of any Subsidiary Guarantor in respect of the NPA Notes (and any Permitted Refinancing thereof), so long as such Indebtedness is not senior to the Obligations in right of payment and is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor; and (m) Unsecured Indebtedness incurred by any Borrower or any Subsidiary Guarantor and owing to a joint venture in which any Borrower or any Subsidiary Guarantor owns any interest.

Subsidiary Indebtedness. With respect The Borrower will not permit any Domestic Subsidiary that is not an Obligor to the Subsidiariescreate, incur, create, issue, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on obligations under the date 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 thereonLoan Documents; (b) any other Indebtedness created or existing on the Effective Date and described in Schedule 7.01 (i) hereunder or (ii) and any Indebtedness that may be incurred after the Effective Date under commitments to extend such Indebtedness available on the Three-Year Credit AgreementEffective Date and so described), and Indebtedness the proceeds of which are used solely to refinance such Indebtedness; (c) intercompany Indebtedness or preferred stock referred to in, and secured by Liens permitted under, Section 7.02(e); (i) Indebtedness incurred solely to finance the extent owing to or held acquisition of real property by the Borrower or another any Domestic Subsidiary; (d) , and any Indebtedness of any such Domestic Subsidiary incurred the proceeds of which are used solely to finance the acquisitionrefinance such Indebtedness, 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; 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 (iiA) the aggregate principal amount of any such Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall does not exceed $100,000,000 at any time outstandingthe cost of acquisition of such real property and (B) if such Indebtedness is secured, the Liens resulting therefrom are permitted under Section 7.02(c); and (ii) Indebtedness referred to in, and secured by Liens permitted under, Section 7.02(d); (e) Capital Lease Obligations Indebtedness in an 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 principal amountamount of such Indebtedness shall not exceed $300,000,000 at any time outstanding; and (i) other Indebtedness, when combined with 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 incurred pursuant to Section 6.01(d) and Section 6.01(f), not outstanding in excess of $100,000,000 at any time outstanding; (f) Indebtedness of any person that becomes a Subsidiary after the date hereof; provided that reliance on this clause (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, (ii) 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 together with the aggregate principal amount of all any such Indebtedness to be created, incurred pursuant to Section 6.01(dor assumed in reliance on this clause (i)) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall does not exceed the greater of (i) $100,000,000 at any time outstanding; 250,000,000 and (gii) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course 5.0% of business; and (h) additional Indebtedness or preferred stock Tangible Net Worth as of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Effective Date or as of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)date such Indebtedness is created, not to exceed $100,000,000 at any time outstandingincurred or assumed, as applicable.

Subsidiary Indebtedness. With respect Permit any Subsidiary of the Borrower to the Subsidiaries, incur, create, issue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date 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, Loan Party pursuant to 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 thereonLoan Document; (b) Indebtedness created of any Subsidiary to the Borrower or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Subsidiary; (c) intercompany Indebtedness or preferred stock to Guarantee Obligations incurred in the extent owing to or held ordinary course of business by any Subsidiary of the Borrower or another Subsidiaryof obligations of any other Subsidiary of the Borrower; (d) Indebtedness of outstanding on the date hereof and listed on Schedule 6.2(d) and any Subsidiary incurred to finance the acquisitionrefinancings, construction or improvement of any fixed or capital assets, and extensionsrefundings, renewals and replacements of any such Indebtedness that do not increase or extensions thereof (without increasing, or shortening the outstanding maturity of, the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion aggregate principal amount of such construction or improvement and (ii) Indebtedness, together with the aggregate principal amount of Indebtedness permitted by under clauses (h), (i) and (j) of this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f)6.2, shall not exceed $100,000,000 20% of Consolidated Net Worth 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 excess of $100,000,000 at any one time outstanding; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofOriginal Closing Date; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, Subsidiary and (ii) immediately before and after giving pro forma effect to the incurrence of such person becomes a SubsidiaryIndebtedness, no Default or Event of Default or Default shall have occurred and be continuing and continuing; (iiig) 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 Original 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 Original Closing Date, together with the aggregate principal amount of Indebtedness permitted by this clause under clauses (fe), when combined (i) and (j) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding; (i) Indebtedness of any Subsidiary in connection with the New Campus Financing after the Original Closing Date; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(dpermitted under clauses (e), (h) and all Capital Lease Obligations incurred pursuant to (j) of this Section 6.01(e)6.2, shall not exceed $100,000,000 20% of Consolidated Net Worth at any one time outstanding; (gj) Indebtedness under (other than for borrowed money) that may be deemed to exist pursuant to any guarantees (other than for borrowed money), warranty or contractual service obligations, performance, surety, statutory appeal, bid, prepayment guaranty, payment (other than payment of Indebtedness) or completion of performance guarantees or performance bonds or with similar obligations incurred in the ordinary course of business; (k) Indebtedness in respect of letters of credit, bank guarantees, performance bonds and similar instruments issued to workers' compensation claimslandlords and to customs, in each case incurred import, trade tax and other similar foreign authorities in the ordinary course of business; and (hl) additional Indebtedness or preferred stock of the Borrower’s Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplicationfor all such Subsidiaries) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 10% of Consolidated Net Worth at any one time outstanding; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness permitted under clauses (e), (h) and (i) of this Section 6.2, shall not exceed 20% of Consolidated Net Worth at any one time outstanding.

Subsidiary Indebtedness. With respect to The Parent and the Subsidiaries, incurCompany each will not permit any Subsidiary that is not a Subsidiary Guarantor to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on the date hereof and having an aggregate principal amount (orset forth in Schedule 6.01 and extensions, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case renewals and replacements of any such Indebtedness, any extensions, renewals or replacements thereof to Indebtedness with Indebtedness of a similar type that does not increase the extent the outstanding 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 thereonthereof; (b) Indebtedness created of any such Subsidiary to the Parent, the Company or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Group member; (c) intercompany Guarantees by any such Subsidiary of Indebtedness of the Parent, the Company or preferred stock to the extent owing to or held by the Borrower or another Subsidiaryany other Group member; (d) Indebtedness of any such 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 thereofIndebtedness; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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(dd) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $100,000,000 25,000,000 at any time outstanding; (ge) Indebtedness under performance bonds or with of any such Subsidiary as an account party in respect to workers' compensation claims, in each case incurred of letters of credit issued in the ordinary course of business; (f) Indebtedness under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (g) Indebtedness of any such Subsidiary under any Permitted Securitization; (h) Indebtedness of any such Subsidiary secured by a Lien on any asset of any Group member; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (h) shall not in the aggregate exceed $75,000,000 at any time; and (hi) additional unsecured Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed exceeding $100,000,000 125,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect Holdings will not permit any of its Subsidiaries (other than SANAD, US Borrower or Nabors Finance) to the Subsidiariescontract, create, incur, createassume, issue, assume or permit to exist exist, any Indebtedness or preferred stockIndebtedness, exceptother than: (a) Indebtedness or preferred stock existing on the date 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 Guarantor in respect of such Indebtedness remain the only obligors thereonObligations hereunder; (b) Indebtedness created or existing (i) hereunder or (ii) under in respect of current accounts payable and accrued expenses incurred in the Three-Year Credit Agreementordinary course of business; (c) Indebtedness (including in respect of intercompany leases, and including intercompany Sale and Lease-back Transactions) owing by a Subsidiary of Holdings to Holdings or a Subsidiary of Holdings; provided that from and after the date that is 60 days after the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion), any such Indebtedness pursuant to this clause (c) owing by any Guarantor to Holdings or preferred stock any such Subsidiary shall be subordinated to the extent owing Indebtedness of the Loan Parties hereunder on terms satisfactory to the Administrative Agent pursuant to a standalone subordination or held by intercreditor agreement or such other arrangements reasonably satisfactory to the Borrower Administrative Agent; provided further (a) notwithstanding the foregoing, the Guarantors may owe such Indebtedness to Holdings any such Subsidiary up to an aggregate amount $50,000,000 that is not subject to such subordination terms and (b) that any such standalone subordination or another Subsidiaryintercreditor agreement or such other arrangement shall permit payments in respect of such intercompany indebtedness as long as no Event of Default shall have occurred and be continuing; (d) purchase money Indebtedness of any Subsidiary incurred to finance the acquisition, construction construction, or improvement of any fixed improvement, or capital assets, and extensions, renewals and replacements lease of any such Indebtedness that do not increase the outstanding principal amount thereofassets (including equipment) or property; provided that (ii)(i) such Indebtedness is when 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 the purchase price of the asset(s) financed and all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; and (ii)(ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at any the time outstandingof such refinancing plus all fees, costs and expenses relating thereto, including attorney and legal, accounting, expert, and professional advisor fees and expenses; (e) Capital Lease Obligations Indebtedness incurred after the Closing Date in an aggregate principal amount, when combined connection with the aggregate principal amount acquisition of all a person or property (including by consolidation or merger) as long as such Indebtedness incurred pursuant existed prior to Section 6.01(d) such acquisition and Section 6.01(f), was not created in excess of $100,000,000 at any time outstandinganticipation thereof; (f) Indebtedness existing on the Closing Date (including unsecured Indebtedness under the Existing Credit Agreement in an amount equal to the maximum amount available for drawing thereunder as of any person that becomes a Subsidiary after the date hereofClosing Date); 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, (ii) 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), commitments thereunder shall not exceed $100,000,000 at increase from the amount thereof on the Closing Date (after giving effect to any time outstandingamendments thereof as of the Closing Date); (g) Indebtedness under performance guaranties, performance bonds and letters of credit issued in the ordinary course of business and serving as a financial or performance guaranty (other than as a guaranty of Indebtedness for borrowed money); (h) Indebtedness under documentary credits issued in connection with respect to workers' compensation claims, in each case incurred the purchase of goods in the ordinary course of business; and; (hi) additional Indebtedness (x)(x) under unsecured overdraft lines of credit or preferred stock for working capital purposes in foreign countries with financial institutions and (y)(y) arising from the honoring by a bank or other person of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 a check, draft or similar instrument inadvertently drawing against insufficient funds; (j) Indebtedness in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding; provided that for purposes of the foregoing calculation, all attributable Indebtedness in respect of Sale and Lease-Back Transactions of Holdings and its Subsidiaries permitted under Section 9.08 (other than Section 9.08(d)) outstanding and unpaid shall be included, without duplication, in “Indebtedness”; (k) Indebtedness in respect of Permitted Accounts Receivable Sales Facilities; provided that the aggregate amount of Indebtedness permitted pursuant to Section 9.06(k) shall not exceed $300,000,000 as of any time outstanding ; (l) extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals, or replacements), in whole or in part, of the Indebtedness permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement; and (m) unsecured Indebtedness incurred by an Eligible Notes Guarantor consisting of guarantees of bonds, debentures, notes or similar instruments evidencing Indebtedness for borrowed money issued by Holdings or any Subsidiary thereof other than a Specified RCF Guarantor; provided that such Indebtedness shall have no recourse to any Specified RCF Guarantor. Notwithstanding anything to the contrary in this Section 9.06, no Subsidiary (other than an Eligible Notes Guarantor, SANAD, US Borrower or Nabors Finance) shall guarantee any Indebtedness consisting of guarantees of bonds, debentures, notes or similar instruments of Indebtedness for borrowed money issued or incurred by any other Subsidiary of Holdings.

Subsidiary Indebtedness. With respect The Company will not permit any of its Subsidiaries, directly or indirectly, to the Subsidiariescreate, incur, createassume, issuesuffer to exist, assume Guarantee or permit otherwise become, be or remain liable with respect to exist any Indebtedness or preferred stock(other than Excluded Debt, except: as defined below) in an aggregate amount outstanding (aas to all Subsidiaries) at any time in excess of $25,000,000 plus the amount of Indebtedness outstanding on the date hereof (other than Excluded Debt outstanding on the date hereof). For purposes of this Section 6.08, "Excluded Debt" shall mean (i) Indebtedness owing exclusively to the Company or preferred stock another Subsidiary, (ii) Indebtedness of a Subsidiary outstanding on the date that the Company acquires such Subsidiary, (iii) Indebtedness with respect to property to be used by the Company or its Subsidiaries, the interest on which Indebtedness is exempt from Federal income tax pursuant to Section 103 of the Code, (iv) Indebtedness of any Foreign Subsidiary that is not Guaranteed by the Company or any other Subsidiary, (v) Indebtedness of Finance Subsidiaries owing to the Company or any of its Subsidiaries, (vi) Indebtedness of Finance Subsidiaries to a Person or Persons other than the Company and its Subsidiaries, provided that such Indebtedness is not Guaranteed by the Company or any of its Subsidiaries, (vii) Indebtedness of Borrowers and Subsidiary Guarantors, (viii) Indebtedness existing on the date hereof and having an aggregate principal amount set forth on Schedule 6.08, and Indebtedness refinancing or replacing such Indebtedness (or, in provided that such Indebtedness (A) either (x) matures after the case of preferred stock, an aggregate liquidation preferenceMaturity Date or (y) of has a weighted average life to maturity not less than $25,000,000 that of the Indebtedness being refinanced and (B) contains terms and conditions in the aggregate and, in the case respect of any such Indebtedness, any extensions, renewals mandatory prepayment or replacements thereof to the extent the principal amount redemption events and events of such Indebtedness is default and priority ranking which are not increased, and such Indebtedness, if subordinated to the Loans, remains so subordinated on terms no less favorable to the LendersLenders than the Indebtedness being refinanced), and the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; (gix) Indebtedness under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingAgreement.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Second Amendment and Restatement Effective Date and having an aggregate a principal amount (or, in the case of preferred stock, an aggregate a liquidation preference) of ), in each case 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 LoansObligations, 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;; 68 (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement; hereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; ; (d) Indebtedness of any Subsidiary 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed the greater of (x) $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 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) 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing 750,000,000 and (iiiy) the aggregate principal amount 15% of Indebtedness permitted by this clause Consolidated Net Worth; (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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the SubsidiariesCreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockof any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except: (a) Indebtedness or preferred stock existing outstanding on the date hereof and having an aggregate principal amount Closing Date set forth on Schedule 7.03, including the Seller Financing, if any (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 with respect to any such Indebtedness, any extensionsrenewals, renewals or replacements thereof to refinancings and extensions thereof); provided that (i) the extent the principal amount of such Indebtedness is not increasedincreased 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 Indebtednessrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if subordinated to the Loansany) and subordination (if any), remains so subordinated on 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 LendersBorrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, and the original obligors in respect of such Indebtedness remain the only obligors thereonrenewed or extended; (b) Indebtedness created obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (ior were) hereunder entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or (ii) under the Three-Year Credit Agreementtaking a “market view”; (c) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance 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 fixed assets and all renewals, 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 (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 the extent, in each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of customary performance based earn-out payments incurred in connection with an Acquisition; (e) Indebtedness, including (i) securities lending transactions, at Regulated Subsidiaries and 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) borrowings by foreign Regulated Subsidiaries in connection with clearing or posting of margin requirements in the ordinary course of business; (f) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (g) intercompany Indebtedness permitted under Section 7.02; (h) obligations to purchase or preferred redeem Equity Interests held by current or former partners, officers, directors, employees, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; (i) Indebtedness, including Indebtedness incurred in connection with stock to the extent owing to lending transactions, secured solely by shares of Intercontinental Exchange Inc. or NASDAQ held by the Borrower or another Subsidiaryits Subsidiaries at any time; provided that such Indebtedness shall be at customary advance rates and shall not exceed an aggregate principal amount equal to the underlying value of the shares securing such Indebtedness (the value of such shares to be determined as of the date such Indebtedness is incurred); (dj) Indebtedness of any Subsidiary incurred Newmark to finance the acquisition, construction or improvement extent the proceeds thereof are used to pay outstanding amounts under the Term Loan Facility; (k) Indebtedness in the form of any fixed or capital assets, 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 180 days after such acquisition or the completion any “bad boy guaranties” (including any related environmental indemnity) provided in connection with real estate financings of such construction or improvement Affiliates and (ii) Guarantees by Berkeley Point to ▇▇▇▇▇▇ ▇▇▇ under the aggregate principal amount Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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 claimsloss sharing arrangements, in each case incurred in the ordinary course of business; and (hl) additional other unsecured Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (ornot to exceed the difference of $40,000,000 less, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by , any Liens incurred pursuant to Section 6.02(j7.01(t), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the SubsidiariesThe Borrower shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock of the Loan Parties under the Loan Documents; (b) Indebtedness existing on the date hereof and having an aggregate principal amount (orlisted on Schedule 7.04 hereto, 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, and any extensions, renewals or and replacements thereof that do not increase the outstanding principal amount thereof (except 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) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreementotherwise permitted hereby); (c) intercompany Indebtedness of any Subsidiary to any other Subsidiary or preferred stock to the extent owing to or held by the Borrower or another SubsidiaryBorrower; (d) Indebtedness Guarantees by a Subsidiary in respect of any Subsidiary Indebtedness otherwise permitted hereunder; (e) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including finance 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 thereof (i) such Indebtedness is incurred prior except to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness extent otherwise permitted by this Section 6.01(dhereby), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 excess of $100,000,000 at any time outstanding; (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business; (g) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by any Subsidiary in the ordinary course of business; (h) any bankers’ acceptance, bank guarantees, letter of 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 reimbursement type obligations regarding workers compensation claims), but not in respect of Indebtedness; (i) Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements incurred in the ordinary course of business; (j) Indebtedness incurred to finance Acquisitions, provided that the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $750,000,000; (k) Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (l) other Indebtedness, provided that the aggregate outstanding principal amount of Indebtedness incurred in reliance on this clause (l), together with the outstanding principal amount of Indebtedness and other obligations secured by Liens incurred in reliance on Section 7.01(v), shall not, at the time of incurrence of such Indebtedness under this clause (l), exceed an amount equal to the greater of (i) $1,000,000,000 and (ii) 15% of the Consolidated Net Tangible Assets of the Borrower; (m) obligations (contingent or otherwise) of any person Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business and not for speculative purposes; (n) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, Subsidiary and is not secured by any Liens other than Liens permitted under Section 7.01 hereof; (iio) 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(ein connection with a securitization transaction (a “Securitization Financing”), shall ; provided that any Lien securing such Indebtedness does not exceed $100,000,000 at any time outstanding; (g) Indebtedness encumber assets other than the receivables or other assets being financed by such Indebtedness, and any unsecured Guarantee by any Subsidiary of the obligations of the Securitization Subsidiary under performance bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of businessa Securitization Financing; and (hp) additional Indebtedness or preferred stock in respect of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 short-term working capital facilities in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 250,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to the Subsidiaries, incurThe Borrower will not permit any Subsidiary to, create, issueincur, assume or permit to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the date 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 thereonCredit Documents; (b) Indebtedness created or existing (i) hereunder or (ii) under the Three-Year Credit Agreement[reserved]; (c) intercompany Indebtedness or preferred stock of any Subsidiary to the extent owing to Company or held by the Borrower or another any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness 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 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 under notional pooling cash management arrangements to the extent not matched by 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 Receivables Transaction Attributed Indebtedness of the Company) not exceeding $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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person acquisition or such Person becoming a Subsidiary, as the case may be and (ii) immediately neither the Borrower nor any Subsidiary shall be liable for such Indebtedness; and (k) other Indebtedness of any Subsidiary so long as, both before and after giving effect to the incurrence of such person becomes a SubsidiaryIndebtedness, no Event the Borrower is in pro-forma compliance with Section 6.06 as of Default or Default shall have occurred and be continuing and (iii) the date of such incurrence. Notwithstanding the foregoing, the Borrower will not permit the aggregate principal amount of Indebtedness permitted by this clause (f), when combined with Borrowed Debt of 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 Borrower’s Subsidiaries outstanding at any time outstanding; and incurred or permitted pursuant to clauses (g) Indebtedness under performance bonds or with respect to workers' compensation claimse), in each case incurred in the ordinary course of business; and (h), (i), (j) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses and (k) of this Section 6.01 in to exceed an aggregate principal amount (or, in equal to 15% of the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Consolidated Net Assets of the Borrower and its Subsidiaries secured (determined by Liens reference to the most recent consolidated financial statements of the Borrower delivered pursuant to Section 6.02(j5.01), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect After the Guaranty Release Date, permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness or preferred stock existing on under the date 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 thereonLoan Documents; (b) Indebtedness created issued to the Borrower or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany other Subsidiary; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assetsassets (including Capital Lease Obligations), 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 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingimprovement; (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 excess of $100,000,000 at any time outstanding; (fd) 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 incurred in connection with such person becoming a Subsidiarythe issuance of any surety bonds, (ii) immediately before and after such person becomes a Subsidiary, no Event letters of Default credit 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 other similar bonds or with respect to workers' compensation claims, in each case incurred in the ordinary course of business; (e) Indebtedness of the Subsidiaries arising in connection with the Permitted Receivables Programs; (f) Synthetic Lease Obligations of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets acquired by such Subsidiary subsequent to the Initial Closing Date; (g) any Guarantee provided by any Subsidiary to support Indebtedness of Holdings or the Borrower for borrowed money; provided that any such Subsidiary is also a Guarantor hereunder (whether or not the Guaranty Release Date has occurred); and (h) additional Indebtedness or preferred stock of the Subsidiaries Indebtedness, other than pursuant to the extent not otherwise permitted by the foregoing clauses provisions of this Section 6.01 8.03, in an aggregate principal amount (orat any one time outstanding, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) together with the aggregate amount of obligations of the Borrower and its Subsidiaries Indebtedness secured by Liens pursuant to permitted by Section 6.02(j8.01(v), not to exceed $100,000,000 at any time outstanding5% of Consolidated Total Assets.

Subsidiary Indebtedness. With respect (a) Except as permitted under paragraph (b) below, each Company shall ensure that none of its Subsidiaries will incur or allow to the Subsidiaries, incur, create, issue, assume or permit to exist remain outstanding any Indebtedness or preferred stock, exceptFinancial Indebtedness. (b) Paragraph (a) above does not apply to: (ai) any Financial Indebtedness arising under any of the Finance Documents; (ii) any Financial Indebtedness owed by a member of the Group to any other member of the Group; (iii) any Financial Indebtedness of any Project Company or preferred stock Joint Venture (but only to the extent such Financial Indebtedness meets the requirements set out in sub-paragraph (a)(ii)(A) or (a)(ii)(B) of Clause 28.9 (Project Companies) or the definition of Joint Venture, as the case may be); (iv) any Financial Indebtedness arising under any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price; (v) any Financial Indebtedness of any Finance Company provided that no member of the Target Group which is a Finance Company may incur or have outstanding any Financial Indebtedness solely as a result of this sub-paragraph (v) which is used to refinance any Alcan Related Debt; (vi) any Financial Indebtedness of any person (other than any member of the Target Group) acquired by a member of the Group which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of six months following the date of acquisition; (vii) any Financial Indebtedness under finance or capital leases of vehicles, plant, equipment or computers; (viii) until the date falling 12 weeks after the Unconditional Date, any Alcan Related Debt in an aggregate amount not exceeding (when aggregated with all Financial Indebtedness outstanding under sub-paragraph (ix) below) the Maximum Refinancing Amount, but only to the extent that such Financial Indebtedness does not benefit from any guarantee (including under any Company Parent Guarantee) by any member of the BHP Billiton Group; (ix) without prejudice to the clause entitled “Clear Market” in the Commitment Letter and subject to compliance with Clause 30.4 (Most Favoured Lender), and provided that no Refinancing Loan or loan under a Target Standalone Agreement has been or will be advanced, Financial Indebtedness under: (A) any Continuing Target Indebtedness; or (B) any Third Party Refinancing Agreement, in an aggregate amount (when aggregated with all Financial Indebtedness outstanding under sub-paragraph (viii) above and sub-paragraph (x) below) not exceeding the Maximum Refinancing Amount, but only to the extent that such Financial Indebtedness does not benefit from any guarantee (including under any Company Parent Guarantee) by any member of the BHP Billiton Group; (x) any Alcan Bond Debt in a principal amount not exceeding the principal amount of that Alcan Bond Debt as at the Unconditional Date, but only to the extent that such Financial Indebtedness does not benefit from any guarantee (including under any Company Parent Guarantee) by any member of the BHP Billiton Group; (xi) Financial Indebtedness under any Target Standalone Agreement; (xii) if a New Holding Company is put in place in the manner contemplated in Clause 44.4 (New Holding Company), until the date on which the guarantee of PLC under Clause 24 (Guarantee and Indemnity by the Companies) ceases in accordance with Clause 44.4(b)(vii) (New Holding Company), any Financial Indebtedness of PLC existing on the date hereof on which the New Holding Company is put in place (and having an in a maximum aggregate principal amount (or, in not exceeding 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 that Financial Indebtedness on 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 date) or any guarantee given by PLC in respect of any Financial Indebtedness of the New Holding Company incurred after the date on which the New Holding Company is put in place and provided that, in each case, such Financial Indebtedness remain ranks no more senior than pari passu with the only obligors thereon;Financial Indebtedness of PLC under this Agreement; and (bxiii) any Financial Indebtedness created or existing not falling within sub-paragraphs (i) hereunder or to (iixii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary incurred to finance the acquisitionabove, 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; 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 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall which does 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 equal to Section 6.01(d) and Section 6.01(f), not in 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock 10% of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations Gross Assets of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 Group at any time outstandingthat time.

Subsidiary Indebtedness. With respect to the Subsidiaries, incur, create, issue, assume or permit to exist any Indebtedness or preferred stock, except: (a) Indebtedness or preferred stock existing on the date hereof Amendment Effective Date 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 LoansObligations, 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 (i) hereunder or (ii) under the Three-Year Credit Agreementhereunder; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; 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 this Section 6.01(d7.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e7.01(e) and then outstanding and all Indebtedness incurred pursuant to Section 6.01(f)7.01(f) and then outstanding, shall not exceed $100,000,000 at any time outstanding15% of Consolidated Net Worth; (e) Capital Lease Obligations in an aggregate principal amountamount at any time outstanding, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d7.01(d) and then outstanding and Section 6.01(f)7.01(f) and then outstanding, not in excess to exceed 15% of $100,000,000 at any time outstandingConsolidated Net Worth; (f) Indebtedness of any person Person that becomes a Subsidiary after the date hereofAmendment Effective Date; provided that (i) such Indebtedness exists at the time such person Person becomes a Subsidiary and is not created in contemplation of or in connection with such person Person becoming a Subsidiary, (ii) immediately before and after such person 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 6.01(d7.01(d) and then outstanding and all Capital Lease Obligations incurred pursuant to Section 6.01(e)7.01(e) and then outstanding, shall not exceed $100,000,000 at any time outstanding15% 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; and (h) additional Indebtedness (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 6.01 7.01 in an aggregate principal amount at any time outstanding (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j)7.02(l) and then outstanding, not to exceed $100,000,000 at any time outstanding15% of Consolidated Net Worth.

Subsidiary Indebtedness. With respect Permit any Subsidiary to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stockIndebtedness, except: (a) Indebtedness under the Loan Documents; (b) intercompany Indebtedness among the Borrower and its Subsidiaries or preferred stock among Subsidiaries; (c) Indebtedness of any Person to the extent such Indebtedness is existing on at the date hereof and having an aggregate principal amount (or, in time such Person becomes a member of the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate Consolidated Group and, in any refinancings, replacements or extensions thereof so long as the case amount of any such Indebtedness, plus any accrued and unpaid interest, plus any reasonable penalty, premium or defeasance costs and reasonable fees and expenses incurred in connection with such refinancings, replacements or extensions, renewals is not increased at the time of such refinancing, replacement or replacements extension, provided such (i) Indebtedness is not created in contemplation thereof to and (ii) the extent scope of obligors liable for such Indebtedness is not increased; provided that this subclause (ii) shall not exclude the Rockwood Notes so long as the Borrower is in compliance with Section 7.12; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) Guarantees of (i) the Specified Senior Notes so long as the Borrower is in compliance with Section 7.12, (ii) that certain Credit Agreement, dated as of February 7, 2014, among the Borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, as administrative agent and (iii) the Term Loan Credit Agreement; and (f) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness is shall not increased, and such Indebtedness, if subordinated to exceed 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) Indebtedness created or existing difference between (i) hereunder or (ii) under the Three-Year Credit Agreement; (c) intercompany Indebtedness or preferred stock to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness 20% of any Subsidiary 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; 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 Consolidated Net Worth minus (ii) the aggregate outstanding principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all 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 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) 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, (ii) 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; and (h) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to permitted by Section 6.02(j8.01(q), not to exceed $100,000,000 at any time outstanding.

Subsidiary Indebtedness. With respect to No Subsidiary of the SubsidiariesCompany shall, nor shall the Company cause or suffer any of its Subsidiaries to, directly or indirectly create, incur, create, issue, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness or preferred stockIndebtedness, except: (ai) the Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness of the type described in clause (i) of the definition thereof; (iii) Indebtedness or preferred stock existing on the date hereof and having in an aggregate principal amount not to exceed $700,000,000 at any time incurred in connection with (ora) the 5-Year Credit Agreement and (b) the CLO Facilities, in the case of preferred stock, an aggregate liquidation preference) of less than $25,000,000 in the aggregate and, in the case of either clause (a) or (b), Permitted Refinancing Indebtedness of the type described in clause (i) of the definition thereof; (iv) Indebtedness necessary to manage the working capital and capital expenditure needs of the European-based Subsidiaries of the Company in a Dollar Amount not to exceed $75,000,000 in the aggregate; (v) Indebtedness arising from intercompany loans and advances (a) from the Company or any Subsidiary to any Domestic Incorporated Subsidiary or (b) from the Company or any Subsidiary to any Foreign Incorporated Subsidiary; provided, that such Indebtedness, any extensions, renewals or replacements thereof Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations; (vi) Contingent Obligations 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 thereonpermitted under Section 7.3(E); (bvii) Indebtedness created or existing (i) hereunder or (ii) Hedging Obligations to the extent otherwise permitted under the Three-Year Credit this Agreement; (cviii) intercompany Indebtedness or preferred stock incurred in connection with a securitization of such Subsidiary's assets to the extent owing to or held by the Borrower or another Subsidiary; (d) Indebtedness of any Subsidiary 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; provided that (i) such Indebtedness transaction 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 otherwise permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f7.3(A), 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 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) 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, (ii) 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; and (hix) additional unsecured Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstandingoutstanding not exceeding $75,000,000.

Subsidiary Indebtedness. With respect The Credit Parties will not permit any 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 the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the date 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 Closing Date in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof 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 created of any Restricted Subsidiary owing to a Credit Party or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock 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 giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, any Indebtedness under this Agreement shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any obligations owing under Hedging Agreements and/or Cash Management Agreements so long as such Indebtedness that do Hedging Agreements and/or Cash Management Agreements are 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 this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section 6.01(f), shall not exceed $100,000,000 at any time outstandingentered into for speculative purposes; (e) Capital Lease Guaranty Obligations of any Restricted Subsidiary in an aggregate principal amount, when combined with respect of Indebtedness of the aggregate principal amount of all Parent or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.01(d) and Section 6.01(f), not in excess of $100,000,000 at any time outstanding6.3; (f) Indebtedness obligations of any person that becomes a Restricted Subsidiary after the date hereof; provided that in connection with (i) any Permitted Securitization Transaction, to the extent such obligations constitute 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, (ii) immediately before and after such person becomes a Subsidiary, no Event of Default or Default shall have occurred and be continuing and (iii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness permitted by in respect thereof incurred under this clause (f), when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(dsubsection(f)(ii) and all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall does not exceed $100,000,000 250,000,000 at any time outstanding; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness 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 employee benefits or property, casualty or liability insurance, pursuant to workers' compensation claimsreimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) 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 (hm) additional Indebtedness or preferred stock of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 any Restricted Subsidiary that is a Foreign Subsidiary in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding600,000,000.

Subsidiary Indebtedness. With respect TheHoldco and the Borrowers will not permit any of their respective Restricted Subsidiaries (other than the Borrowers and the Guarantors) to the Subsidiariescreate, incur, create, issue, assume or permit suffer to exist any Indebtedness or preferred stock, except: (aA) Indebtedness or preferred stock existing on as of the date 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 Closing Date in respect of such industrial development bonds and Indebtedness remain the only obligors thereonof 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 created of any Restricted Subsidiary owing to the Parent BorrowerHoldco or existing (i) hereunder or (ii) under the Three-Year Credit Agreementany Restricted Subsidiary; (c) intercompany other Indebtedness (whether secured or preferred stock 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 giving effect to the extent owing incurrence of such Indebtedness) and (ii) for the avoidance of doubt, the Farm Credit Term Loan Facility shall be considered Indebtedness incurred pursuant to or held by the Borrower or another Subsidiarythis clause (c); (d) Indebtedness and 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) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent BorrowerHoldco or any other Restricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to finance the acquisition, construction or improvement this Section 6.3; (f) obligations of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to the extent such obligations constitute Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any inventory financing arrangements so long as the aggregate principal amount of Indebtedness permitted by in respect thereof incurred under this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(esubsection (f)(ii) and all Indebtedness incurred pursuant to Section 6.01(f), shall does 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 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) 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, (ii) 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 $100,000,000 250,000,000 at any time outstanding; (g) Indebtedness under of any Restricted Subsidiary consisting of completion guarantees, performance bonds, surety bonds or with customs bonds incurred in the ordinary course of business; (h) Indebtedness 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 employee benefits or property, casualty or liability insurance, pursuant to workers' compensation claimsreimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (i) 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; and (hi) additional Indebtedness created under the 2015 Credit Agreement or preferred stock any other Credit Document (as defined therein) and (ii) Indebtedness under this Agreement or any Credit Document. (m) Indebtedness of the Subsidiaries to the extent not otherwise permitted by the foregoing clauses of this Section 6.01 any Restricted Subsidiary that is a Foreign Subsidiary, in an aggregate principal amount (or, in the case of preferred stock, with an aggregate liquidation preference), when combined (without duplication) with the amount of obligations of the Borrower and its Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any time outstanding600,000,000.